/raid1/www/Hosts/bankrupt/TCR_Public/190131.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, January 31, 2019, Vol. 23, No. 30
Headlines
10 HOMESTEAD AVENUE: Allowed to Use Cash Collateral Until Feb. 28
ACEMLA DE PUERTO RICO: Court Dismisses Chapter 11 Bankruptcy Case
AIR MEDICAL: $1.455BB Bank Debt Trades at 6% Off
AIR MEDICAL: $1.918BB Bank Debt Trades at 7% Off
ALLIANT HOLDINGS: Bank Debt Trades at 4% Off
ALLIED CONSOLIDATED: Trustee Selling CNCs & 10 Cranes at Auction
ALLIED CONSOLIDATED: Trustee Selling Three Youngstown Parcels
AMERICAN TIRE: Bank Debt Trades at 12% Off
AMERICANN INC: Appoints New Member to Board of Directors
ARABELLA PETROLEUM: Trustee Selling Overriding Royalty Interests
ARBORSCAPE INC: Cambium Tree Buying 2000 Bandit 250 for $500
ARBORSCAPE INC: Creditor ICSC Buying 2011 Chevrolet 2500 for $11K
ARCHBISHOP OF AGANA: Seeks Access to Bank of Hawaii Cash Collateral
ARCHBISHOP OF AGANA: Seeks Authority to Use FHB Cash Collateral
ASHLEI CHATMON-JAMES: Garcia Buying Los Angeles Property for $415K
ASSOCIATED ORAL: Seeks Authority to Use Cash Collateral
B&P DEVELOPMENT: R & S Food Buying Del Rio Property for $903K
BAKKEN RESOURCES: Sets Bid Procedures for Mineral Rights & ORRIs
BIG TOY STORAGE: Taps Macdonald Fernandez as Co-Counsel
BMC SOFTWARE: Bank Debt Trades at 2% Off
BOOTIQUE TRENDS: Creditors Object to Plan Confirmation
BUCK SPRINGS: Unsecureds to Get One Time Payment at 12%
CARE PRODUCTS: Seeks to Hire Aztec Realty as Broker
CHECKOUT HOLDING: Seeks to Hire Deloitte as Tax Services Provider
CHECKOUT HOLDING: Seeks to Hire Deloitte Financial Advisory
CLAROCITY CORP: Fails to Repay Debentures, Seeks Forbearance
CRESCENT ASSOCIATES: Seeks to Hire Keller Williams as Broker
CROSBY WORLDWIDE: Bank Debt Trades at 9% Off
CSC HOLDINGS: Fitch Rates $1.5BB Sr. Guaranteed Notes 'BB'
DSMR CONSULTANTS: Seeks to Hire Mincin Law as Legal Counsel
ENERGY GUARD: Amends Treatment of Priority Unsecured Claims
ENLINK MIDSTREAM: Moody's Assigns Ba1 CFR, Outlook Stable
ENLINK MIDSTREAM: S&P Assigns BB+ ICR, Outlook Stable Upon Merger
EVAN JOHNSON: March 5 Hearing on Disclosure Statement
EYEPOINT PHARMACEUTICALS: Appoints David Guyer to Board
FINAL FOUR FOOD: Seeks to Hire Joseph Gachko as Special Counsel
FOOT AND ANKLE: Seeks to Hire Schneider & Stone as Legal Counsel
GALLINDO PROPERTY: Case Summary & Unsecured Creditors
GARBER BROS: Interim Cash Collateral Use Through April 26 Approved
GEA SEASIDE: March 25 Plan Confirmation Hearing
GENESYS TELECOMMUNICATIONS: Bank Debt Trades at 2% Off
GIGAMON INC: Fitch Affirms B LT IDR, Outlook Stable
GOLD STAR: To Deposit $15,000 to Unsecured Claims Fund
GRAY TELEVISION: Bank Debt Trades at 2% Off
GREEN PHARMACEUTICALS: May Use Cash Collateral Through Feb. 8
HJH CONSULTING: Plan Outline OK'd; Plan Hearing Set for Feb. 20
HMSW CPA: Proposes Plan to Merge With Bishop Sharp
INPIXON: Completes Exchange Agreement with Noteholder
INVERSIONES CARIBE: Case Summary & 7 Unsecured Creditors
KANTIS ENTERPRISES: Seeks to Hire Linda Leali as Legal Counsel
LANDING AT BRAINTREE: May Use Cash Collateral Until Feb. 28
LEGACY PIZZA: Case Summary & 20 Largest Unsecured Creditors
LONG BLOCKCHAIN: Cancels Reimbursement Agreement with Magnum
LONG BLOCKCHAIN: Court Cavendish Has 55% Stake as of Jan. 18
LOYSVILLE STRUCTURES: Seeks to Hire CGA Law Firm as Counsel
LUBY'S INC: Stockholders Elected 9 Directors
LYFE TEA LLC: Seeks Authorization to Use Cash Collateral
MACTANZ INC: Seeks Conditional Approval of Disclosure Statement
MAREMONT CORP: Taps Donlin Recano as Claims Agent
MIDATECH PHARMA: Will Raise GBP 8-Mil. & Signs License Agreement
MISYS PLC: Bank Debt Trades at 4% Off
MITCHELL INTERNATIONAL: Bank Debt Trades at 4% Off
MODA INGLESIDE: Bank Debt Trades at 2% Off
MONITRONICS INTERNATIONAL: Bank Debt Trades at 13% Off
NEOVASC INC: Successfully Completes TIARA-II Phase 1 Requirements
OAKFABCO INC: March 28 Plan Confirmation Hearing
ORCHIDS PAPER: Obtains Waiver of Debt Covenant Noncompliance
PALMETTO BRUSH: Case Summary & 20 Largest Unsecured Creditors
PARKDEAN HOLIDAYS: Bank Debt Trades at 9% Off
PERTL RANCH: Case Summary & 20 Largest Unsecured Creditors
PETROQUEST ENERGY: Adds Convenience Claims Class to Plan
PG&E CORP: BlueMountain Disappointed by Chapter 11 Filing
PG&E CORP: Bondholders Air Early Concerns Against Joint Plan
PG&E CORP: California Market Not Impacted by Bankruptcy
PG&E CORP: Moody's Affirms Caa3 CFR Amid Bankr. Filing
PG&E CORP: Proposes to Pay $130-Mil. in Bonuses to Employees
PG&E CORPORATION: Case Summary & 50 Largest Unsecured Creditors
PRECIPIO INC: Issues $700,000 Note to Satisfy Obligations
PRESERBA-COMPANIA: Case Summary & 6 Unsecured Creditors
RIVERBED TECHNOLOGY: Bank Debt Trades at 7% Off
ROWAN DOCUMENT: Seeks to Hire Rick S. Cowle as Legal Counsel
SANCILIO PHARMACEUTICALS: March 18 Hearing on Liquidation Plan
SEADRILL LTD: Bank Debt Trades at 19% Off
SOLARWINDS HOLDINGS: Moody's Alters Outlook on B2 CFR to Positive
STEIN PROPERTIES: Columbia Association's Secured Claim Disallowed
T.P.I.S. INDUSTRIAL: Unsecureds to Get 60 Monthly Payments
TOYS R US: Court Confirms Wayne's 2nd Amended Chapter 11 Plan
TRANS WORLD: Supplements Info on Treatment of JPMorgan Claim
TRESHA-MOB LLC: Seeks to Hire Kell C. Mercer as Special Counsel
TUNSTALL HOLDINGS: Bank Debt Trades at 3% Off
UNIVISION COMMUNICATIONS: Bank Debt Trades at 7% Off
UPLIFT RX: March 1 Hearing on Disclosure Statement
USI INC: $1.885-Bil. Bank Debt Trades at 4% Off
USI INC: $200MM Bank Debt Trades at 4% Off
VALADOR INC: May Use Essex Bank Cash Collateral Until Feb. 28
VERITAS SOFTWARE: Bank Debt Trades at 12% Off
VISUAL HEALTH: Seeks Feb. 28 Continued Cash Collateral Use
WEB.COM GROUP: Bank Debt Trades at 3% Off
WEST CORP: Bank Debt Trades at 8% Off
WESTMORELAND COAL: Affiliates Oppose Plan as Unconfirmable
WJA ASSET: Affiliate Seeks to Hire Greenbriar as Appraiser
WYNTHROP PARTNERS: Seeks to Hire RKL as Accountant
[*] Andrew Gottesman Leads Mintz & Gold's Restructuring Practice
[*] Bankruptcy Filings Fall 2% for 12-Month Ending Dec. 31
[*] KT Among Top Bankruptcy Law Firms in Southern California
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
10 HOMESTEAD AVENUE: Allowed to Use Cash Collateral Until Feb. 28
-----------------------------------------------------------------
The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the
District of Massachusetts authorized 10 Homestead Avenue, LLC's use
of Cash Collateral through Feb. 28, 2019 on an interim basis
pursuant to the terms and conditions as identified on the record at
the hearing and in the proposed order.
On or before Feb. 14, the Debtor will file a further Motion for Use
of Cash Collateral and the Court will hold a hearing on Feb. 26,
2019, at 10:30 a.m. Any and all objections will be filed by 4:30
p.m. on Feb. 22, 2019. In the event no objection is filed, the
Court may authorize use of cash collateral on a final basis until
further order of the Court and cancel the hearing on April 16,
2019.
Further, the Debtor is directed to file on a monthly basis a
reconciliation comparing projections and actual use of cash.
A copy of the Order is available at
http://bankrupt.com/misc/mab18-14158-65.pdf
About 10 Homestead Avenue
10 Homestead Avenue's principal assets are located at 10 Homestead
Avenue Quincy, MA 02169. Landing at Braintree's principal assets
are located at Units 125-139B, Commercial Street Braintree, MA
02184.
10 Homestead Avenue, LLC, and its affiliate Landing at Braintree,
LLC, filed voluntary petitions seeking relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr.
D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the
petitions signed by William T. Barry, manager, the Debtors
estimated $1 million to $10 million in assets and liabilities.
Judge Frank J. Bailey oversees Case No. 18-14158 while the Hon.
Christopher J. Panos presides over Case No. 18-14159.
The Ann Brennan Law Offices serves as the Debtors' counsel. The
Law Office of Lipman & White, is the special counsel.
ACEMLA DE PUERTO RICO: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte entered an order rejecting
ACEMLA de Puerto Rico Inc.'s disclosure statement as it failed to
comply with the "adequate information" requirement. The chapter 11
plan, therefore, cannot be confirmed. The Court also finds that
dismissal with a bar to refile for a period of two years is in the
best interest of creditors as unsecured creditors are not likely to
receive a dividend upon liquidation.
This case came before the court on March 20, 2018, and continued to
March 22, 2018, to consider the Final Approval of the Disclosure
Statement filed by ACEMLA and the confirmation of the chapter 11
plan. The court also heard the parties' arguments on the following
matters: (a) Motions for Allowance of Administrative Expenses filed
by Spanish Broadcasting System, Inc. and Broadcast Music Inc. and
Debtor's Opposition to the same; (b) Motions for Conversion to
Chapter 7 filed by Peer International Corporation of Puerto Rico
and SBS, and Motion to Dismiss with prejudice filed by the Sucn.
Catalino Curet Alonso.
At the hearing, the first witness presented by the Debtor was Mr.
Jorge Aquino Barreto, CPA. Mr. Aquino declared that he worked on
the projections for the disclosure statement and, to that purpose,
became familiar with the operations' patterns of the Debtor.
Furthermore, he participated in the preparation process of the
Chapter 11 Plan, reviewed the Monthly Operation Reports, and
developed the basis for the projections, evaluating the cash flow
of the Debtors and the entity’s ability to pay. Mr. Aquino
asserts that the company can meet the commitment of the plan and
that creditors are better protected if the corporation continues to
operate.
Based on the witness' testimony, the court finds that the
foundation of the projections is not sustained by sufficient and
reliable data. The court further finds that the witness was unable
to support his testimony and the projections with clear underlying
information and that the testimony, rather than providing clarity,
raised questions as to the analysis made by the Debtor in support
to its Proposed Disclosure Statement. The court finds that there
are substantial contradictions between the documents reviewed by
Mr. Aquino, such as the Monthly Operating Report and the Debtor's
schedules, with the projections included in the Proposed Disclosure
Statement. The court further finds that the 98% receivables' recoup
included in the projections seems unrealistic and, therefore, the
Proposed Disclosure Statement fails the "adequate information"
requirement.
The testimony of Mr. Alan McAbee, the General Manager of the
Debtor, also made no substantial contribution to support the
projections presented by ACEMLA, as part of the Proposed Disclosure
Statement.
The objecting creditors allege that the chapter 11 plan in the
present case is not "fair and equitable" pursuant to
1129(b)(2)(B)(ii), as the Proposed Disclosure Statement asserts
that the Fideisomiso will retain its equity interest, and,
therefore, failing to comply with the absolute priority rule.
Although acknowledging that the unsecured creditors will receive a
75% reduction on their claims, the Debtor asserts it complies with
the absolute priority rule, which requires "that no interest be
retained over the reorganized business, unless senior class accepts
the plan or is paid in full satisfaction of its debt."
The court agrees with the objecting creditors that the Proposed
Disclosure Statement and chapter 11 plan fails to comply with the
absolute priority rule, and, therefore, the Proposed Disclosure
Statement cannot be finally approved, and the chapter 11 plan
cannot be confirmed.
Considering that a plan cannot be confirmed within the timeframe
required by sections 1121(e) and 1129(e), and that the Debtor
failed to comply with the requirements of section 1121(e) for an
extension of time, cause exists pursuant to section 1112(b)(1) and
1112(b)(4)(J) to convert or dismiss the case.
Based on the record, the court finds that the creditors are not
likely to receive a dividend upon liquidation and that, therefore,
dismissal is in the best interest of the creditors. The music
Portfolio is not owned by ACEMLA or LAMCO since 2003 and the
Debtor’s capacity to generate any income is based, exclusively,
in the contractual relationship with the Owner of the Portfolio.
Furthermore, the only real estate owned by ACEMLA is totally
encumbered. However, considering that the Debtor is a repeat filer
and that the record shows that it has been trying to avoid or delay
payment to judgment creditors through the bankruptcy proceedings,
the court grants the Tite Curet Estate's requests, and bars the
Debtor to refile for a period of two years in order to prevent an
abuse of the bankruptcy process.
A copy of the Court's Opinion and Order dated January 22, 2019 is
available at:
http://bankrupt.com/misc/prb17-02021-11-475.pdf
About ACEMLA de Puerto Rico Inc.
ACEMLA de Puerto Rico Inc. is one of the four "Performance Rights
Organization" (PRO), in the United States and No. 76 in the CISAC
world roster. It controls and licenses LAMCO's non-exclusive
performance rights and those of its affiliate music publisher's
editors and composers. This institution was created to defend the
Latin composer's rights in the United States and the world, and it
is as such that in 1985, by an appeal presented before the highest
federal court in this country, against a decision of the Copyright
Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and
since then ACEMLA operates as the fourth society, or a performance
Rights Society (PRO), in the United States.
ACEMLA de Puerto Rico Inc. and Latin American Music Co Inc. filed
Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02021 and
17-02023) on March 24, 2017. In its petition, ACEMLA estimated
assets of less than $500,000 and liabilities of $1 million to $10
million. LAMCO estimated assets and liabilities of less than $1
million.
The Hon. Enrique S. Lamoutte Inclan presides over the cases.
Gratacos Law Firm, PSC, serves as bankruptcy counsel.
AIR MEDICAL: $1.455BB Bank Debt Trades at 6% Off
------------------------------------------------
Participations in a syndicated loan under which Air Medical Group
Holdings Inc. is a borrower traded in the secondary market at 93.83
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.29 percentage points from the
previous week. Air Medical pays 425 basis points above LIBOR to
borrow under the $1.455 billion facility. The bank loan matures on
March 14, 2025. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
AIR MEDICAL: $1.918BB Bank Debt Trades at 7% Off
------------------------------------------------
Participations in a syndicated loan under which Air Medical Group
Holdings Inc. is a borrower traded in the secondary market at 93.46
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.05 percentage points from the
previous week. Air Medical pays 325 basis points above LIBOR to
borrow under the $1.918 billion facility. The bank loan matures on
April 28, 2022. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
ALLIANT HOLDINGS: Bank Debt Trades at 4% Off
--------------------------------------------
Participations in a syndicated loan under which Alliant Holdings I
Inc. is a borrower traded in the secondary market at 96.41
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.16 percentage points from the
previous week. Alliant Holdings pays 300 basis points above LIBOR
to borrow under the $310 million facility. The bank loan matures on
May 10, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
ALLIED CONSOLIDATED: Trustee Selling CNCs & 10 Cranes at Auction
----------------------------------------------------------------
Inglewood Associates, LLC, the Trustee of the Creditor Trust, asks
the U.S. Bankruptcy Court for the Northern District of Ohio to
authorize the sale of computer numeric control ("CNC") machines and
10 cranes by public auction.
Pursuant to Section 8.3(d) and Section 8.5 of the Plan and Section
6.1(d) and Section 6.3 of the creditor trust agreement, the Trustee
has determined that an auction sale of the CNC machines and the 10
cranes is appropriate in the exercise of its business judgment and
in order to comply with the provisions of the Plan and creditor
trust agreement. Such equipment and the cranes have been available
for purchase by private sale for an extended period of time,
including all of the time period since the Trustee's appointment
and that an auction sale is now indicated.
The Trustee intends to employ Cincinnati Industrial Auctioneer's,
Inc., to conduct such auction. Such auction is intended to be
alive auction, without reserve, to begin on a date and at a time
determined by the auctioneer after satisfactory advertising of such
sale.
The Trustee asks approval from the Court of the proposed
disposition of these assets pursuant to its authority provided in
the confirmed Plan and the Creditor Trust Agreement. It believes
that this sale is a material transaction as such transaction is
defined in the Plan and the Creditor Trust Agreement requiring
Court approval of the proposed disposition.
The proceeds of the sale will be paid out pursuant to the terms of
the Confirmed Plan of Reorganization.
The Auctioneer:
CINCINNATI INDUSTRIAL AUCTIONEER'S, INC.
2020 Dunlop Street
Cincinnati, OH 45214
About Allied Consolidated Industries
Co-founded on March 7, 1973, by current president, John R. Ramun,
and his father, Michael Ramun, Allied Erecting and Dismantling,
Inc., provided industrial dismantling of decommissioned industrial
facilities. In 1985, Allied Industrial Scrap, Inc., Allied
Industrial Equipment, Inc., Allied Industrial Development
Corporation, and Allied Industrial Contracting, Inc., came into
being. The Allied companies' complex at 1999 Poland venue,
Youngstown, Ohio includes a 25,000 square foot office building and
a new 218,000 square foot machine shop, office, and training
facility.
Allied Consolidated Industries, Inc., is the parent company.
President John R. Ramun is a 75% shareholder and his brother,
Michael D. Ramun, is a 25% shareholder.
Allied Consolidated Industries, Allied Erecting and Dismantling,
Allied Gator, Inc., and Allied Industrial Scrap sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case
No. 16-40675) on April 13, 2016. The petitions were signed by John
R. Ramun, president.
The Court approved the retention of Suhar & Macejko, LLC, as
counsel for the Debtors on May 12, 2016. The Court entered an
agreed order approving the retention of Inglewood Associates, LLC,
as turnaround managers on May 13, 2016. The Court approved the
retention of Eckert Seamans Cherin & Mellott, LLC, as special
counsel on July 18, 2016.
The Debtors have sought approval to employ Landmark Real Estate
Services, LLC, as the non-exclusive real estate broker in
connection with the listing for sale of 240 acres of properties for
a listing period through June 30, 2017.
On May 16, 2016, the United States Trustee filed a notice of
appointment of an Official Committee of Unsecured Creditors. On
June 30, 2016, the bankruptcy court granted the committee's
application to retain counsel.
On July 11, 2016, the bankruptcy court entered an order granting
substantive consolidation of the estates of the debtor companies.
On June 19, 2017, the Court confirmed the Debtor's Second Amended
Joint Plan of Reorganization. Thereafter the Creditor Trust was
created in accordance with Article 8 of the Plan and the Trust
Agreement. John Lane was appointed as Trustee.
The estates of each of the Debtors were substantively consolidated
into the estate of Allied Consolidated Industries, Case No.
16-40675.
ALLIED CONSOLIDATED: Trustee Selling Three Youngstown Parcels
-------------------------------------------------------------
Inglewood Associates, LLC, the Trustee of the Creditor Trust, asks
the U.S. Bankruptcy Court for the Northern District of Ohio to
authorize the sale of three parcels of real estate located in
Youngstown, Ohio, being Parcels No. 53-184-0-198.03-0, No.
53-189-0-010.00-0, and No. 53-184-0-225.00-0, by public auction.
Pursuant to Section 8.3(d) and Section 8.5 of the Plan and Section
6.1(d) and Section 6.3 of the creditor trust agreement, the Trustee
has determined that an auction sale of the Salt Springs property is
appropriate in the exercise of its business judgment and in order
to comply with the provisions of the Plan and creditor trust
agreement. Such property has been available for purchase by
private sale for an extended period of time, including all of the
time period since the Trustee's appointment and that an auction
sale is now indicated.
The Trustee intends to employ Kiko Auctioneers to conduct such
auction (absolute auction). Such auction is intended to be a live
auction, without reserve, to begin on a date and at a time
determined by the auctioneer after satisfactory advertising of such
sale. The public auction will occur at a date and time determined
by the auctioneer after appropriate advertising as determined by
said auctioneer.
The Trustee asks approval from the Court of the proposed
disposition of these assets pursuant to its authority provided in
the confirmed Plan and the Creditor Trust Agreement. It believes
that this sale is a material transaction as such transaction is
defined in the Plan and the Creditor Trust Agreement requiring
Court approval of the proposed disposition.
The proceeds of the sale will be paid out pursuant to the terms of
the Confirmed Plan of Reorganization.
The Auctioneer:
KIKO AUCTIONEERS
2722 Fulton Drive, NW
Canton, OH 44718
About Allied Consolidated Industries
Co-founded on March 7, 1973, by current president, John R. Ramun,
and his father, Michael Ramun, Allied Erecting and Dismantling,
Inc., provided industrial dismantling of decommissioned industrial
facilities. In 1985, Allied Industrial Scrap, Inc., Allied
Industrial Equipment, Inc., Allied Industrial Development
Corporation, and Allied Industrial Contracting, Inc., came into
being. The Allied companies' complex at 1999 Poland venue,
Youngstown, Ohio includes a 25,000 square foot office building and
a new 218,000 square foot machine shop, office, and training
facility.
Allied Consolidated Industries, Inc., is the parent company.
President John R. Ramun is a 75% shareholder and his brother,
Michael D. Ramun, is a 25% shareholder.
Allied Consolidated Industries, Allied Erecting and Dismantling,
Allied Gator, Inc., and Allied Industrial Scrap sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case
No. 16-40675) on April 13, 2016. The petitions were signed by John
R. Ramun, president.
The Court approved the retention of Suhar & Macejko, LLC, as
counsel for the Debtors on May 12, 2016. The Court entered an
agreed order approving the retention of Inglewood Associates, LLC,
as turnaround managers on May 13, 2016. The Court approved the
retention of Eckert Seamans Cherin & Mellott, LLC, as special
counsel on July 18, 2016.
The Debtors have sought approval to employ Landmark Real Estate
Services, LLC, as the non-exclusive real estate broker in
connection with the listing for sale of 240 acres of properties for
a listing period through June 30, 2017.
On May 16, 2016, the United States Trustee filed a notice of
appointment of an Official Committee of Unsecured Creditors. On
June 30, 2016, the bankruptcy court granted the committee's
application to retain counsel.
On July 11, 2016, the bankruptcy court entered an order granting
substantive consolidation of the estates of the debtor companies.
On June 19, 2017, the Court confirmed the Debtor's Second Amended
Joint Plan of Reorganization. Thereafter the Creditor Trust was
created in accordance with Article 8 of the Plan and the Trust
Agreement. John Lane was appointed as Trustee.
The estates of each of the Debtors were substantively consolidated
into the estate of Allied Consolidated Industries, Case No.
16-40675.
AMERICAN TIRE: Bank Debt Trades at 12% Off
------------------------------------------
Participations in a syndicated loan under which American Tire
Distributors Inc. is a borrower traded in the secondary market at
88.44 cents-on-the-dollar during the week ended Friday, January 18,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 4.29 percentage points from
the previous week. American Tire pays 425 basis points above LIBOR
to borrow under the $720 million facility. The bank loan matures on
October 1, 2021. Moody's withdraw the rating of the loan and
Standard & Poor's gave a 'B-' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, January 18.
AMERICANN INC: Appoints New Member to Board of Directors
--------------------------------------------------------
Tyler J. Opel (age 30) was appointed a director of Americann, Inc.
on Jan. 30, 2019. Mr. Opel is a practicing attorney with an
emphasis on real estate and cannabis legislation. Since 2016, Mr.
Opel has provided legal counsel to a private real estate
development company. Mr. Opel has experience before the Denver
District Court, the Boulder District Court and the Colorado Supreme
Court. Mr. Opel, an active investor in emerging growth companies,
is also a member of the Colorado Bar Association Cannabis Law
Committee. Mr. Opel earned a Bachelor of Science in Business
Administration from the University of Missouri Trulaske College of
Business (2010) and a Law Degree from the Southern Illinois
University School of Law (2015).
About Americann
Headquartered in Denver, Colorado, AmeriCann is a specialized
cannabis company that is developing state-of-the-art product
manufacturing and greenhouse cultivation facilities. Its business
plan is based on the continued growth of the regulated marijuana
market in the United States. AmeriCann uses greenhouse technology
which is superior to the current industry standard of growing
cannabis in warehouse facilities under artificial lights.
Americann reported a net loss of $4.43 million for the year ended
Sept. 30, 2018, compared to a net loss of $2.77 for the year ended
Sept. 30, 2017. As of Sept. 30, 2018, Americann had $9.45 million
in total assets, $2.62 million in total liabilities, and $6.83
million in total stockholders' equity.
MaloneBailey, LLP, the Company's auditor since 2016, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Sept. 30, 2018, stating that the
Company has suffered recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
ARABELLA PETROLEUM: Trustee Selling Overriding Royalty Interests
----------------------------------------------------------------
Morris D. Weiss, tChe hapter 11 trustee for Arabella Petroleum Co.,
LLC, asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the bidding procedures in connection with the
sale of the following overriding royalty interests to Valley Ridge
Minerals, LLC: (i) Section 298, Blk 13 H&GN RR Co Survey in Reeves
County, Texas for $75,000; and (ii) Section 37, Blk 52, Twp 8 T&P
RR Co Survey in Reeves County, Texas for $5,000, subject to higher
and otherwise better offers.
The Debtor's bankruptcy estate owns the Overriding Royalty
Interests.
The Trustee received an offer to purchase the Overriding Royalty
Interests from VRM on June 29, 2018. VRM is single member limited
liability company, wholly owned and operated by Jason Hoisager.
Hoisager is also the 100% equity owner of the Debtor and currently
a defendant in Adversary No. 16-07002. The Offer is subject to
higher and otherwise better offers. The Overriding Royalty
Interests will be sold free and clear of all liens, claims,
interests, and encumbrances.
The Trustee believes the Offer represents fair value for the
Override Royalty Interests, but he believes it is prudent and in
the best interest of the Debtor, the Debtor's estate, and its
creditors to market-test the Offer through the auction process.
He, therefore, pursuant to the Motion, asks approval of a public
auction for the Overriding Royalty Interests to be conducted by
Energynet.com. The Overriding Royalty Interests will be offered
for sale through Energynet's online auction platform.
The Minimum Reserve Sales Price is $80,000. If the Minimum Reserve
Sales Price is not exceeded, VRM will be deemed the Successful
Bidder. VRM will not receive any bid protections.
The Trustee asks that the Court schedules a hearing to approve the
sale of the Overriding Royalty Interests to the Successful Bidder.
He currently proposes Feb. 15, 2019 for the Sale Hearing.
A copy of the Purchase Agreement an d the Bidding Procedures
attached to the Motion is available for free at:
http://bankrupt.com/misc/Arabella_Petroleum_944_Sales.pdf
The Purchaser:
Jason Hoisager
VALLEY RIDGE MINERALS, LLC
777 Main St., Ste. 1390
Forth Worth, TX 76102
The Auctioneer:
ENERGYNET.COM, LLC
7201 W. Interstate 40, Ste 319
Amarillo, TX 79106
Attn: Registered Principal
About Arabella Exploration
Arabella Exploration, LLC, formed on Oct. 2, 2009, is a
wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman
Islands corporation. It is an oil and gas exploration company
that owns working interests in a number of oil and gas properties
and interests.
Arabella Exploration filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager,
signed the petition.
Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 17-41479) on April 4, 2017. The case is being
jointly administered with that of Arabella Exploration.
Arabella Exploration estimated $1 million to $50 million in assets
and liabilities.
Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge.
Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia,
PLLC, serves as counsel to the Debtor. Miller Johnson serves as
Battaglia's co-counsel. Rehmann Turnaround and Receivership's
Charles Hoebeke is the Debtor's chief restructuring officer.
No trustee, examiner or committee has been appointed in the case.
ARBORSCAPE INC: Cambium Tree Buying 2000 Bandit 250 for $500
------------------------------------------------------------
ArborScape, Inc., asks the U.S. Bankruptcy Court for the District
of Colorado to authorize the private sale of a 2000 Bandit 250, VIN
24917, to Cambium Tree Care Specialists for $500.
Cambium is a company located in Centennial, Colorado that provides
tree care and trimming services. It is an unrelated third party,
and is not a creditor of the Debtor.
The Equipment is subject to a purchase money security interest in
favor of Landmark Financial Corp. in the amount of $20,210, for
contract ending 1224. Landmark's secured claim for contract ending
1224 is also secured by a vehicle and several other pieces of
equipment.
The Debtor and Cambium believe the fair market value of the
Equipment is $500. The Debtor listed the Equipment on its Amended
Schedule A/B with a value of $0, as it is inoperable and can only
be sold for parts. It believes the sale price of $500 is fair and
reasonable, and represents the maximum possible value of the
equipment. The sale will allow the Debtor to reduce the secured
claim of Landmark with respect to the contract ending 1224 by $500
for the benefit of the estate and its creditors, and will further
allow the Debtor to get rid of inoperable, depreciating property
for which it no longer has a use.
The Debtor also asks authorization to sell the Equipment free and
clear of liens, claims and encumbrances and other interests.
About Arborscape, Inc.
ArborScape, Inc., is a Colorado-based company dedicated to
providing sustainable landscapes for its clients by promoting the
art and science of horticulture using environmentally friendly
products and services. It offers tree trimming and removal
services, tree spraying, lawn and tree care services. The company
was founded in 1995.
ArborScape sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the
petition signed by David Merriman, president, the Debtor disclosed
$1.63 million in assets and $1.54 million in liabilities. Judge
Joseph G. Rosania Jr. oversees the case. Kutner Brinen, P.C., is
the Debtor's counsel.
ARBORSCAPE INC: Creditor ICSC Buying 2011 Chevrolet 2500 for $11K
-----------------------------------------------------------------
ArborScape, Inc., asks the U.S. Bankruptcy Court for the District
of Colorado to authorize the private sale of a 2011 Chevrolet 2500,
VIN No. 1GC2KXCG8BZ205973, to Iron Cross Services Co. ("ICSC") for
$11,000.
ICSC is a snow removal company located in Westminster, Colorado.
The Debtor listed ICSC as a creditor with a claim in the amount of
$18,500 on its Schedule E/F. While ICSC is a creditor of the
Debtor, ICSC has no other relationship with the Debtor and has
offered to purchase the Vehicle for fair market value in an
arm's-length transaction.
The Vehicle is subject to a purchase money security interest in
favor of Landmark Financial Corp. in the amount of $2,191. It is
also subject to a statutory lien in favor of the IRS.
The Debtor listed the Vehicle on its Amended Schedule A/B with a
value of $7,833. The Debtor believes that the sale price of
$11,000 is fair and reasonable. The sale will allow the Debtor to
pay off one of Landmark's secured claims, and will allow it to
further reduce the claim of the IRS by approximately $8,800 for the
benefit of the estate and its creditors. Selling the Vehicle will
further allow the Debtor to get rid of depreciating property for
which it no longer has a use.
The Debtor also asks authorization to sell the Vehicle free and
clear of liens, claims and encumbrances and other interests.
About Arborscape, Inc.
ArborScape, Inc., is a Colorado-based company dedicated to
providing sustainable landscapes for its clients by promoting the
art and science of horticulture using environmentally friendly
products and services. It offers tree trimming and removal
services, tree spraying, lawn and tree care services. The company
was founded in 1995.
ArborScape sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the
petition signed by David Merriman, president, the Debtor disclosed
$1.63 million in assets and $1.54 million in liabilities. Judge
Joseph G. Rosania Jr. oversees the case. Kutner Brinen, P.C., is
the Debtor's counsel.
ARCHBISHOP OF AGANA: Seeks Access to Bank of Hawaii Cash Collateral
-------------------------------------------------------------------
The Archbishop of Agana, a Corporation Sole, also known as the
Roman Catholic Archdiocese of Agana, seeks authorization from the
U.S. Bankruptcy Court in Guam for the immediate use of its cash
collateral -- cash in the bank accounts and cash from operations --
to avoid immediate and irreparable harm to its operations.
Bank of Hawaii is the holder of a secured claim against the Debtor
as set forth below:
(a) The Bank of Hawaii holds a loan in the amount of $242,781
at Loan No. ****9014, as of the Petition Date, as evidenced by that
certain Promissory Note and Commercial Credit Agreement.
(b) The Debtor maintains 3 checking accounts (TCD) at
accounts numbered ****5551, ****5288 and ****1263, in the amounts
of $17,570, $55,324 and $79,039, respectively. The aggregate sum of
the 3 accounts is $151,934.
(c) In addition to the AOA accounts, the Parishes and schools
maintain accounts at Bank of Hawaii that total approximately
$178,243.
(d) While the loan made by the Bank of Hawaii is not secured
in a traditional sense, the loan documents contain a right of
setoff wherein Bank of Hawaii reserves the right of setoff in all
of borrower's accounts with lender. Accordingly, as of the Petition
Date, the Bank of Hawaii is a secured creditor of AOA to the extent
of the total deposits in such account, which account amounts to the
total amount of the debt of $242,781.
(e) The loan, as of the Petition Date, is not in default.
The Debtor proposes to provide Bank of Hawaii with adequate
protection by way of making post-petition payments pursuant to the
loan agreement in the amount of $10,930 per month, post-petition,
which is the same monthly amount paid pre-petition.
The Debtor also proposes that Bank of Hawaii will be granted an
adequate protection lien on all accounts of Bank of Hawaii
maintained by the Debtor-in-Possession post-petition for which Bank
of Hawaii has a prepetition lien via its right of offset. The
validity and priority of the adequate protection lien will be of
the same validity and priority of Bank of Hawaii's prepetition
lien.
The Debt Service Payments made by AOA will reduce the post-petition
lien of Bank of Hawaii on a dollar for dollar basis. By way of
example, the original amount that Bank of Hawaii is secured as of
the Petition Date, or $242,781 will be reduced dollar for dollar on
a monthly basis by any payments made up to that point in time.
The accounts that form the security for Bank of Hawaii will be
maintained so that the average daily balance drops to no less than
80% of the account as of the Petition Date, less any adequate
protection payments made at that point in time, which reduces the
amount owed on a dollar for dollar basis.
A copy of the Debtor's Motion is available at
http://bankrupt.com/misc/gub19-00010-21.pdf
About the Archdiocese of Agana
Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/
-- is an ecclesiastical territory or diocese of the Catholic Church
in the United States. It comprises the United States dependency of
Guam. The Diocese of Agana was established on Oct. 14, 1965, as a
suffragan of the Archdiocese of San Francisco, California. It is a
tax-exempt entity (as described in 26 U.S.C. Section 501).
The Archbishop of Agana, a/k/a the Roman Catholic Archdiocese of
Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on
Jan. 16, 2019. Rev. Archbishop Michael Jude Byrnes, S.T.D.,
Archbishop of Agana, signed the petition.
The Archdiocese scheduled $22,962,686 in assets and $45,662,941 in
liabilities as of the bankruptcy filing.
The Hon. Frances M. Tydingco-Gatewood is the case judge.
The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy
counsel; and John C. Terlaje, Esq. as special counsel.
ARCHBISHOP OF AGANA: Seeks Authority to Use FHB Cash Collateral
---------------------------------------------------------------
The Archbishop of Agana, a Corporation Sole, also known as the
Roman Catholic Archdiocese of Agana, seeks authorization from the
U.S. Bankruptcy Court in Guam for the immediate use of its cash
collateral -- cash in the bank accounts and cash from operations --
to avoid immediate and irreparable harm to its operations.
First Hawaiian Bank ("FHB") is the holder of a secured claim
against AOA as follows:
(a) FHB holds 2 loans at Numbers xxx5675 and xxx5825 in the
amounts of $2,064,738 and $2,377,265, respectively. Both loans bear
interest at the rate recently adjusted of 5% and were made to AOA
on behalf of St. Thomas Aquinas Catholic High School and Catholic
Cemeteries of Guam, respectively.
(b) The AOA and FHB lender-borrower relationship dates back at
least as far as 2009 with lending to the AOA exceeding $7 million
dollars at that time. Originally, there were 4 loans set forth as
Tranche A, Tranche B, Tranche C and Tranche D. The Tranche A
through C loans have been paid, leaving the Tranche D loan which is
the Catholic Cemeteries loan.
(c) At the time the loans were originally created a Negative
Pledge Agreement was given for 10 cemetery lots as collateral. In
addition, a Security Agreement was given in all assets of the AOA,
which was perfected via a Financing Statement, which portends to
secure all personal property assets of AOA.
(d) On Aug. 23, 2010, a Negative Pledge Agreement was given in
another lot (Ordot-Chalan Pago) to secure a loan in the then amount
of $2,200,000.
(e) On Feb. 11, 2016, a new Fourth Amended and Restated
Promissory Note was issue in the principal amount of $2,167,339
(Loan No. xxx5675) for the purpose of the St. Aquinas Catholic High
School. This loan was secured by the single lot in the Negative
Pledge Agreement of Aug. 23, 2010, and the Security Agreement and
Financing Statement of the same date.
(f) Finally, on Aug. 31, 2015 by Partial Release of Negative
Pledge, one lot was released from the 10 lots negatively pledged.
Thus, 9 lots are negatively pledged for the Catholic Cemeteries
loan, and 1 lot for the St. Thomas Aquinas Catholic High School
loan.
(g) The monthly payments on the 2 loans, xxx5675 and xxx5825
are $12,599 and $18,523, respectively.
(h) The loans, as of the Petition Date are not in default.
As adequate protection, AOA proposes to provide FHB with adequate
protection by way of making post-petition payments to the pursuant
to the loan agreements in the amounts of $12,599 per month for Loan
No. xxx5675, and $18,523 per month for Loan No. xxx5825, which is
the same monthly amounts paid pre-petition.
AOA also proposes that FHB will retain its liens post-petition, on
the 10 lots for which there is a Negative Pledge Agreement, and on
the personal property which is described in the Security Agreement.
The validity and priority of the post-petition adequate protection
liens will be of the same validity and priority of FHB's
pre-petition liens.
A copy of the Debtor's Motion is available at
http://bankrupt.com/misc/gub19-00010-22.pdf
About the Archdiocese of Agana
Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/
-- is an ecclesiastical territory or diocese of the Catholic Church
in the United States. It comprises the United States dependency of
Guam. The Diocese of Agana was established on Oct. 14, 1965, as a
suffragan of the Archdiocese of San Francisco, California. It is a
tax-exempt entity (as described in 26 U.S.C. Section 501).
The Archbishop of Agana, a/k/a the Roman Catholic Archdiocese of
Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on
Jan. 16, 2019. Rev. Archbishop Michael Jude Byrnes, S.T.D.,
Archbishop of Agana, signed the petition.
The Archdiocese scheduled $22,962,686 in assets and $45,662,941 in
liabilities as of the bankruptcy filing.
The Hon. Frances M. Tydingco-Gatewood is the case judge.
The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy
counsel; and John C. Terlaje, Esq., as special counsel.
ASHLEI CHATMON-JAMES: Garcia Buying Los Angeles Property for $415K
------------------------------------------------------------------
Ashlei Antionette Chatmon-James filed with the U.S. Bankruptcy
Court for the Northern District of Georgia a notice of her proposed
sale of the real property located at 659 E. 116th Pl, Los Angeles,
California to Leonardo Garcia for $415,000.
A hearing on the Motion is set for Feb. 19, 2019 at 11:00 a.m.
Objections, if any, must be filed at least two business days before
the hearing.
The Debtor owns the Property. She has determined that selling the
Property is in the best interest of the estate and her creditors.
She has received an offer to purchase the Property from Garcia.
The Debtor proposes to sell her Property to Garcia for the sum of
$415,000. The parties have entered into their Residential Purchase
Agreement for the purchase of the Property. Garcia will post the
sum of $10,000 as forfeitable earnest money in contemplation of the
sale as set forth in the Purchase Agreement.
To the extent the Property is encumbered by liens, the aggregate
value of all such liens is less than the proposed sale price. Any
alleged interest is in bonafide dispute per 11 U.S.C. Section
363(f)(4).
The offer proposed by Garcia is the most significant offer made to
date for the Debtor's Property. The Debtor believes that the sale
is in the best interest of the estate and her creditors.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Ashlei_Chatmon-James_45_Sales.pdf
Counsel for the Debtor:
William A. Rountree, Esq.
ROUNTREE LEITMAN & KLEIN, LLC
2800 North Druid Hills Road.
Bldg. B Suite 100
Atlanta, GA 30329
Telephone: (404) 548-4244
Facsimile: (404) 581-5038
E-mail: wrauntree@rlklawfirm.com
Ashlei Antionette Chatmon-James filed her petition constituting an
Order for Relief pursuant to Chapter 13, Title 11 of the United
States Code on June 18, 2018. On Oct. 31, 2018, the case was
converted to Chapter 11 (Bankr. N.D. Ga. Case 18-60138-BEM).
ASSOCIATED ORAL: Seeks Authority to Use Cash Collateral
-------------------------------------------------------
Associated Oral Specialties, Inc., requests the U.S. Bankruptcy
Court for the Northern District of Georgia for authority to use
cash collateral for the purposes and amounts set forth in the
proposed order and budget.
The Debtor asserts that in order to effectively reorganize, it must
have access to cash to pay the operating expenses of the Business.
The Debtor proposes to use cash collateral to pay operating
expenses of the Business, including, but not limited to, the
insurance and property taxes.
The Debtor intends to use cash collateral only pursuant to the
terms of the Budget during the period following entry of the
Interim Order until the earlier of: (i) 45 days following entry of
the Interim Order; (ii) conversion of the case to Chapter 7 or
dismissal of the case; or (iii) the Debtors’ violation of the
terms of the Interim Order, including failure to comply with the
Budget.
Citizens Bank asserts a first priority security interest in all
accounts receivable. As adequate protection for the cash collateral
expended pursuant to the Interim Order, Citizens Bank will be given
a replacement lien on all pre-petition collateral of the Debtor, to
the extent and validity of those liens that existed pre-petition.
A copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ganb19-50715-3.pdf
About Associated Oral Specialties
Associated Oral Specialties, Inc. --
https://associatedoralspecialties.com/ -- is a provider of
comprehensive oral specialty care in Atlanta, Georgia. Associated
Oral offers CBCT scans, digital x-rays, root canal (Endodontic)
therapy, root canal (Endodontic) retreatment, root canal surgery
(Apicoectomy), cure for traumatic dental injuries, incision and
drainage, biopsy, implants, sedation dentistry, preprosthetic
surgery, alveoplasty, frenectomy, sleep apnea treatment, bone
grafting, and IV Conscious sedation services.
Associated Oral Specialties filed a Chapter 11 petition ( Bankr.
N.D. Ga. Case No. 19-50715) on Jan. 14, 2019. In the petition
signed by Freddie J. Wakefield, Jr., CEO, the Debtor disclosed
$249,928 in assets and $1,503,794 in debt. Will B. Geer, Esq. at
Wiggam & Geer, LLC, is the Debtor's counsel.
B&P DEVELOPMENT: R & S Food Buying Del Rio Property for $903K
-------------------------------------------------------------
B&P Development, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of the real estate
located at 615 E. Gibbs Street, Del Rio, Texas, including
improvements, to R & S Food Service, LLC, or assigns for $930,000,
subject to higher and better offers.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The Debtor is the owner of the real property. The real Property
has a strip shopping center with spaces for three tenants. Two of
the three spaces are currently occupied.
The Val Verde County Appraisal District has valued the property at
$457,050. The Debtor has scheduled the value of the property at
$1,115,000.
The Debtor and the Buyer have entered into a Contract of Sale for
the Property, subject to the Court’s approval for $930,000.
The salient terms of the Contract are:
a. Purchaser: R & S Food Service, LLC, Attn: Sukhwinder
Singh, 11626 Meadowchase Dr., Houston, TX 77065
b. Purchased Property: 615 E. Gibbs Street, Del Rio, Texas,
including improvements
c. Purchase Price: $930,000, free and clear of all liens,
claims and interests
d. Broker's Commission: 0%
e. The Seller will also pay for preparation of the deed and
bill of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure. The
Buyer will pay for the title policy. Additionally, taxes will be
pro-rated.
A preliminary title search and review of the Schedules and proofs
of claim filed in this case indicate the following liens,
judgments, and other claims may exist against the Real Property:
a. Ad valorem taxes in the amount of #3,185.85 owing to the
City of Del Rio and $8,158 owing to Webb County;
b. Deed of trust in favor of First State Bank of Central Texas
recorded on 12-12-11 securing a promissory note in the original
amount of $731,500;
c. Deed of trust in favor of First State Bank of Central Texas
recorded on 1-20-15 securing a promissory note in the original
amount of $200,000;
d. Deed of trust in favor of Jeffry Mitchell recorded on
3-6-15 securing a promissory note in the amount of $235,000; and
e. Abstract of Judgment in favor of Knighthawk, LLC, Series G,
recorded on 1-22-16 and securing a judgment in the amount of
$487,244.
There is an adversary proceeding pending in the Court to determine
the relative lien priorities of First State Bank, Jeffry Mitchell
and Knighthawk, LLC, Series G.
The 2019 ad valorem taxes will be pro-rated between the Debtor and
the Purchaser. The Real Property will be sold subject to such
taxes. The Debtor proposes to pay the ad valorem taxes and the
first lien debt of First State Bank of Central Texas at closing if
the parties can reach agreement as to a payoff amount. All other
liens, claims, interests and encumbrances will attach to the
proceeds from the sale to the same extent, priority and validity as
existed on the petition date.
The sale will be subject to higher and better offers. If the
Debtor receives any higher and better offers prior to the date set
for the hearing on the Motion, the Debtor will sell the Real
Property to the highest bidder. The Debtor reserves the right to
conduct the sale by means of sealed bids or an auction in open
court, whichever will be calculated to bring the best price in the
Debtor's opinion.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/B&P_Development_80_Sales.pdf
About B&P Development
B&P Development filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-10525) on April 26, 2018. In the petition signed by Jeffrey
Mitchell, member, the Debtor disclosed $1.13 million in assets and
$1.33 million in liabilities.
The Hon. Tony M. Davis oversees the case.
Stephen W. Sather, Esq., at Barron & Newburger, PC, serves as
bankruptcy counsel.
The Debtor tapped Aranda Real Estate real estate broker in
connection with the sale of its real property located at 615 E.
Gibbs Street, Del Rio, Texas.
BAKKEN RESOURCES: Sets Bid Procedures for Mineral Rights & ORRIs
----------------------------------------------------------------
Bakken Resources, Inc., asks the U.S. Bankruptcy Court for the
District of Nevada to authorize the bidding procedures in
connection with the sale of mineral rights and overriding royalties
interests ("ORRIs") at auction.
A hearing on the Motion is set for Feb. 15, 2019 at 10:00 a.m.
The mineral interests and ORRIs relate to shale based oil and
natural gas wells which realize steep production declines after
initial production. The production from shale wells begins at a
very high rate and then declines very rapidly. As a result of the
Debtor's continued losses over recent periods due to its litigation
expenses, its inability to amass the capital necessary to carry out
the its business model and the recent decline of oil prices, the
Company engaged Richard Robins and David Hindman, as Vice President
of Restructuring and as Chief Restructuring Officer, to pursue
strategic alternatives, including, without limitation, the
marketing of its mineral rights and ORRIs for sale.
Mr. Robbins and Mr. Hindman, along with the Debtor's professional
advisors, have analyzed the Debtor's current financial position and
business operations, and are currently engaging in a marketing
campaign, approaching over 75 prospective buyers. The Debtor is
confident that it will secure the interest of several potential
buyers before the proposed auction date.
Shortly after the filing of the Motion, the Debtor also anticipates
working with the UST, the litigation parties, and other
constituencies regarding a proposed chapter 11 plan to finalize the
remainder of the Chapter 11 Case, post-closing of the asset sale,
in an orderly and timely fashion.
By the Motion, the Debtor ask entry of the Bid Procedures Order:
(i) approving bidding procedures; (ii) setting the date and time of
the auction and the Sale Hearing and the various deadlines in
connection therewith; (iii) approving the form of Sale Notice, the
form of Cure Amount Notice, and the Notice of Assumption and
Assignment; (iv) approving the form APA; and (v) waiving the
requirements of Bankruptcy Rules 6004(h) and 6006(d) with respect
to the foregoing.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: April 16, 2019 at 5:00 p.m. (PT)
b. Initial Bid: All Bids must state the total proposed
purchase price, in U.S. dollars, including any cash to be paid,
identify the specific Sale Assets to be purchased in the Bid and
the portion of the Purchase Price allocated to each category of
Sale Assets to be purchased, and not be subject to any further due
diligence condition or financing contingencies.
c. Deposit: 10% of the Purchase Price in cash
d. Auction: The Debtor asks that the Court schedules an
Auction on April 23, 2019 at 11:00 a.m. (CT) and Sale Hearing
within a week thereafter.
e. Bid Increments: The minimum interval for bidding at the
auction will be determined by the Debtor.
f. The Debtor will be authorized to approve joint Bids on a
case by case basis.
g. The Bid Procedures provide that no party will be permitted
to credit bid on the Sale Assets.
The Debtor further asks, following the Sale Hearing, entry of the
Sale Order: (i) approving the APA; (ii) approving the Sale of the
Sale Assets to the Winning Bidder(s) at the Auction free and clear
of liens, claims, encumbrances and interests with the exception of
any Assumed Liabilities or Permitted Encumbrances; (iii) approving
the assumption, assignment, and sale of any related executory
contracts or unexpired leases, if any, to the Winning Bidder(s);
and (iv) waiving the requirements of Bankruptcy Rules 6004(h) and
6006(d) with respect to the foregoing.
The salient terms of the APA are:
a. The List of Sale Assets is in Exhibit 4
b. With the exception of any Assumed Liabilities or Permitted
Encumbrances, there are no liens on the Sale Assets.
c. To the extent that certain of the Sale Assets are not sold
pursuant to the Auction, the Debtor intends file a motion asking
authority to sell such assets through EnergyNet.com
d. The Debtor is proposing to sell the Sale Assets at the
Auction in whole to a single Bidder or in part to multiple Bidders,
each a Winning Bidder for the relevant Sale Assets.
e. The Debtor's ultimate commitment and obligation to transfer
the Sale Assets and to assume and assign Purchased Contracts will
be dependent, among other things, upon the Court entering the Sale
Order.
f. At this time, the Debtor anticipates that no Insider will
be a party to the APA, nor will any enter into an employment
agreement with a Winning Bidder.
g. Subject to the terms and conditions in the APA or a
Modified APA, the consummation of the transactions contemplated by
the APA will take place within 30 days after the entry of the Sale
Order.
h. No tax exemption is requested in the APA.
i. The APA provides that, subject in all respects to the Sale
Order, the Purchaser purchases and assumes all liabilities and
obligations arising from, relating to or in connection with the
Purchased Assets from and after the closing of the transactions
contemplated in the APA.
j. The Sale Assets will be sold free and clear of all
interests, liens, claims and encumbrances.
k. Subject to the conditions of Closing, the Motion requests a
waiver of the stay that otherwise would be applicable to the order
approving the proposed Sale of Sale Assets and the assumption and
assignment of executory contracts and unexpired leases, pursuant to
Bankruptcy Rules 6004(h) and 6006(d).
As of the filing of the Motion, the Debtor does not anticipate the
need to assume and assign any Purchased Contracts to the Winning
Bidder(s) in connection with the Sale. However, in the event that
it may be necessary to assume and assign certain Purchased
Contracts related to the Sale Assets to the Winning Bidder(s) in
connection with the Sale, the Motion asks authority, but not
direction, to assume and assign such Purchased Contracts in
connection with any sale of the Sale Assets. Cure Objections, if
any, must be filed no later than seven days following entry of the
Order following the Bid Procedures Hearing.
Under the facts and circumstances of the case, the Debtor asks that
any order approving the Bid Procedures and any assumption and
assignment of any Purchased Contracts waive the 14-day stays under
Bankruptcy Rules 6004(h) and 6006(d) and be effective immediately
upon entry given the reality of the Debtor's financial situation
and its need to quickly maximize and realize the value of its
assets, as well as to avoid the incurrence of additional
administrative expenses.
A copy of the Bidding Procedures, the APA and the Exhibit 4
attached to the Motion is available for free at:
http://bankrupt.com/misc/BAKKEN_RESOURCES_150_Sales.pdf
About Bakken Resources
Bakken Resources, Inc. (OTCMKTS:BKKN) --
https://www.bakkenresourcesinc.com/ -- is an independent energy
company focused on holding non-working interests in oil and
natural
gas properties in North America. Bakken's primary focus since
inception in 2010 has been the Williston Basin in western North
Dakota. The Company owns mineral rights to approximately 7,200
gross acres and 1,600 net mineral acres of land located about eight
miles southeast of Williston, North Dakota. The Company's land
assets consist generally of net mineral acres spanning from the
sub-surface to the base of the so-called "rock unit" in an area
commonly referred to as the Bakken formation. The Company is
headquartered in Helena, Montana.
Bakken Resources filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 18-17254) on Dec. 7, 2018. The Debtor estimated $1 million to
$10 million in assets and less than $1 million in liabilities. The
Hon. Bruce T. Beesley is the case judge. Brownstein Hyat Farber
Schreck, LLP, led by Samuel A. Schwartz, Esq., and Lowenstein
Sandler LLP, serve as the Debtor's counsel.
BIG TOY STORAGE: Taps Macdonald Fernandez as Co-Counsel
-------------------------------------------------------
Big Toy Storage, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of California to employ Macdonald
Fernandez LLP
The firm will serve as co-counsel with William Utnehmer, Esq., the
attorney hired to represent the Debtor in its Chapter 11 case.
The services to be provided by the firm include the preparation of
a bankruptcy plan, review of the Debtor's monthly operating
reports, evaluation of claims, and responding to creditor
inquiries.
Macdonald's hourly rates are:
Partners $490 to $610
Associate Attorneys $300 to $425
Paralegals $175
Reno F.R. Fernandez III, Esq., a partner at Macdonald, attests that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Reno F.R. Fernandez III
Macdonald | Fernandez LLP
221 Sansome Street, Third Floor
San Francisco, CA 94104-2323
Tel: (415) 362-0449
Fax: (415) 394-5544
About Big Toy Storage, LLC
Big Toy Storage, LLC is a privately held company that offers secure
storage facilities for boats, RVs, ATVs, classic cars and more.
Big Toy filed as a single asset real estate (as defined in 11
U.S.C. Section 101(51B)).
Big Toy Storage filed a voluntary Chapter 11 petition (Bankr. N.D.
Cal. Case No. 18-10739) on October 24, 2018. In the petition
signed by Jessah Dunn, manager, the Debtor estimates $1 million to
$10 million in both assets and liabilities.
The case has been assigned to Judge Charles Novack. The Debtor
tapped William Utnehmer, Esq., as its general bankruptcy counsel.
BMC SOFTWARE: Bank Debt Trades at 2% Off
----------------------------------------
Participations in a syndicated loan under which BMC Software is a
borrower traded in the secondary market at 97.66
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.10 percentage points from the
previous week. BMC Software pays 425 basis points above LIBOR to
borrow under the $3.30 billion facility. The bank loan matures on
October 2, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
BOOTIQUE TRENDS: Creditors Object to Plan Confirmation
------------------------------------------------------
Calzaturificio Baldan 88 S.r.l., the Texas Comptroller of Public
Accounts and Texas Workforce Commission, and NorthPark Partners,
LP, object to the confirmation of the first amended combined plan
of reorganization and disclosure statement of Bootique Trends,
Inc.
While Baldan recognizes that a plan is not lacking good faith
"simply because it is not the plan the creditors desire or would
have proposed," Baldan complains the current plan egregiously takes
advantage of unsecured creditors to the benefit of the Debtor's
current equity interest holders.
According to Baldan, "the purpose of the Debtor's proposed Plan is
not simply a reorganization of the Debtor's business. The Debtor
has manipulated its Plan in order to ensure that its current equity
holders retain millions of dollars of potential earnings at the
sole expense of unsecured creditors. The Debtor's own projections
suggest that the Debtor's current equity holders will receive not
less than $1,854,306.12 while general unsecured creditors will
receive just $150,000 paid over 5 years."
Given the gross disparity in projected distributions under the Plan
and the Debtor's equity interest holder's use of bankruptcy --
twice -- to skin unsecured creditors, the Court should deny
confirmation of the Plan for failing to meet the requirements of
section 1129(a)(3) of the Bankruptcy Code, Baldan asserts.
Under the revised First Amended Disclosure Statement, Class 6 - Any
Allowed General Unsecured Claims. On a quarterly basis for a
period of 5 years following the Effective Date, each holder of an
Allowed General Unsecured Non-Insider Claim shall receive a Cash
payment in the amount of such holder’s Pro Rata Share of the
amount available in the Unsecured Claim Distribution Fund for each
such month. Quarterly payments shall be made on the first day of
each month of January, April, July, and October in the 5 year
period following the Effective Date.
Class 1 - Any Allowed Secured Claims of Ad Valorem Taxing
Authorities. Each holder of an Allowed Secured Claim in Class 1
shall receive, on or before the Distribution Date, a Plan Secured
Note in the amount of the balance of its Allowed Secured Claim.
Class 2 - The Allowed Secured Claims of AMEX. On the Distribution
Date, AMEX shall receive, in full and final satisfaction of its
Class 2 Allowed Secured Claim, a Plan Secured Note in the amount of
its Allowed Secured Claim.
Class 3 - The Allowed Secured Claims of Leslie's Closet. On the
Distribution Date, Leslie's Closet shall receive, in full and final
satisfaction of its Class 3 Allowed Secured Claim, the New Common
Stock of the Debtor.
Class 4A through 4Z - Any Allowed Secured Claims of M&M Claimants.
Each holder of a Allowed Secured Claim of an M&M Claimant against
the Debtor shall receive on the Distribution Date in full and final
satisfaction of its Class 4 Allowed Secured Claim at the Debtor's
option, either [i] a one time payment in an amount equal to such
holder's Pro Rata Share of the Class 4 Distribution Pool, or [ii]
the surrender to such holder of all Collateral securing such
Allowed Secured Class 4 Claim in accordance with In re Sandy Ridge
Development Corp, 881 F.2d 1346 [5th Cir. 1989].
Class 5A through 5Z - Any Allowed Secured Claims not Otherwise
Classified. Each holder of a Allowed Secured Claim against the
Debtor, other than those classified in Class 1, Class 2 , Class 3,
or Class 4, shall receive on the Distribution Date in full and
final satisfaction of its Class 5 Allowed Secured Claim at the
Debtor's option, either [i] payment pursuant to the agreements
between such holder and the Debtor; [ii] a Plan Secured Note in the
amount of its Allowed Secured Claim , or [iii] the surrender to
such holder of all Collateral securing such Allowed Secured Class 5
Claim in accordance with In re Sandy Ridge Development Corp, 881
F.2d 1346 [5th Cir. 1989].
Class 7 - Any Allowed Subordinated Claims. No distribution shall be
made to any Allowed Subordinated Claim.
Class 8 - Interests in the Debtor. On the Effective Date of the
Plan, Allowed Interests in the Debtor shall be cancelled. The
Debtor shall issue new Interests in the Debtor in accordance with
Article 4.1[c] and 7.8 of this Plan.
The Debtor has further prepared an analysis of its projected income
and expenses for the two year period following confirmation of the
Plan, which is attached hereto as Exhibit 2. This analysis reflects
that the Debtor has sufficient cash flow to make the monthly
payments called for under the Plan to holders of Allowed Claims.
The Bankruptcy Court has set a hearing on confirmation of the Plan
for January 29, 2019, at 9:30 a.m. Central Time in the courtroom of
the Honorable Brenda T. Rhoades, United States Bankruptcy Court,
Eastern District of Texas, 660 North Central Expressway, Suite 300B
Plano, TX 75074. Objections to confirmation must be filed on or
before January 25, 2019.
A full-text copy of the First Amended Disclosure Statement dated
January 14, 2019, is available at https://tinyurl.com/ycbkvzu7 from
PacerMonitor.com at no charge.
Baldan is represented by:
John J. Kane, Esq.
KANE RUSSELL COLEMAN LOGAN PC
1601 Elm Street
3700 Thanksgiving Tower
Dallas, TX 75201
Tel: (214) 777-4200
Fax: (214) 777-4299
E-mail: ecf@krcl.com
About Bootique Trends
Bootique Trends, Inc., is a privately held company in Plano, Texas,
specializes in men's and boys' clothing and accessory stores.
Bootique Trends, Inc., d/b/a Gregory's, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
18-40820) on April 20, 2018. In the petition signed by Larry
Matney, director, the Debtor estimated less than $50,000 in assets
and $1 million to $10 million in debt. The Hon. Brenda T. Rhoades
presides over the case.
BUCK SPRINGS: Unsecureds to Get One Time Payment at 12%
-------------------------------------------------------
Buck Springs, Inc., along with Robert Lee Shellhammer (Deceased)
and Alma Aline Shellhammer, inidividually, filed a Plan of
Reorganization and accompanying Disclosure Statement.
Claims against Buck Springs are:
Class 1 - Claim of County of Jasper, Texas are impaired with a
claim amount of $323.60. Interest Rate of 12% and one time payment.
To be paid 30 days from effective date.
Class 2 - Claim of Southside Bank are impaired with a claim
amount of $79,775.21. Interest rate of 5% and manner of payment is
installment. Monthly payment of $155.46.
Class 3 - Claim of Jasper County which are impaired with a claim
amount of $158,71. Interest rate 12% and one time payment. To be
paid 30 days from the effective date.
Class 5 - General Unsecured Claims of Buck Springs, Inc. are
impaired with a claim amount of $4,155.60. Interest rate 12% and
one time payment. To be paid 30 days from the effective date.
Claims against Robert and Alma Shellhammer are:
Class 6 - Claim of the County of Jasper, Texas are impaired with
a claim amount of $4,155.60. Interest rate 12% and one time
payment. To be paid 30 days from the effective date.
Class 7 - Claim of Jasper County are impaired with a claim
amount of $2,038.12. Interest rate 12% and one time payment. To be
paid 30 days from the effective date.
Class 8 - Consist of General Unsecured Claim of Robert D.
Garrison are impaired with a claim amount of $2,437,383.00.
$45,000.00 to be paid in installment for a period of 5 years.
Monthly payment of $750.
The Debtor intends to reorganize its finances by increasing the
income through increased sales, reduced workforce, and in office
efficiency. The Debtors will continue to closely monitor all
expenditures, and making reductions where necessary to ensure that
it is able to meet all obligations under the plan. The Debtor's
current income is shown through the Monthly Operating Reports on
file with the Court. These reports show the actual income and
expense during the period of the bankruptcy case. The Debtor's
income stream is increasing. The Debtor is working diligently to
increase income and reduce monthly expenses. The Debtor is in the
process of restructuring the company and taking steps to more
aggressively market the company to generate more business. The
Debtors expect the 2019 income to exceed the income from 2018 by
approximately fifteen (15%) percent.
A full-text copy of the Disclosure Statement dated January 14,
2019, is available at https://tinyurl.com/y8mg3x97 from
PacerMonitor.com at no charge.
The Debtors ask the Disclosure Statement to be conditionally
approved and that the Court grant the request to have a combined
hearing for final approval of the combined Disclosure Statement and
Plan of Reorganization, which are being filed on January 14, 2019,
and for such other and further relief as may be just.
About Buck Springs
Buck Springs, Inc. is a grocery company located in Jasper, Texas.
Buck Springs sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Case No. 18-10059) on Feb. 21 2018. In its
petition signed by Robert Lee Shellhammer, president, the Debtor
estimated assets and liabilities of less than $500,000. Judge Bill
Parker presides over the case. Maida Clark Law Firm, P.C., is the
Debtor's legal counsel.
CARE PRODUCTS: Seeks to Hire Aztec Realty as Broker
---------------------------------------------------
Care Products, Inc. filed an application seeking approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire a
real estate broker.
The Debtor proposes to employ Aztec Realty & Investments, LLC and
the firm's real estate agent Blake Box in connection with the sale
of its real property (a 1.46-acre tract of land where its office
and warehouses are located) in McAllen, Texas.
Aztec Realty will get a commission of 5% of the sales price.
In the same filing, the Debtor also seeks court approval of an
unexpired commercial lease addendum, which was executed prior to
its bankruptcy filing to employ Aztec Realty to negotiate and
secure a commercial lease with the current tenant of the property.
Pursuant to the terms of the lease addendum, the firm will receive
5% of the $7,000 monthly rent during the term of the lease for a
total of $350 per month for a term of 12 months.
Aztec Realty is a "disinterested person" within the definition of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Blake Box
Aztec Realty & Investments, LLC
500 E. Pecan Boulevard
McAllen, TX 78501
Phone: 956-682-8324
Fax: 956-682-0640
Email: blakebox@aztecre.com
About Care Products Inc.
Care Products, Inc. is a manufacturer of household and
institutional furniture and kitchen cabinet. The Debtor's
manufacturing facilities are located on a 1.46 acre tract out of
Lot 135, Pride O'Texas Subdivision, City of McAllen, Hidalgo
County, Texas.
Care Products, Inc. filed a voluntary petition for relief under
Chapter 11 of Title 11 of the United States Code (Bankr. Case No.
19-70023) on January 23, 2019. In the petition signed by Charles L.
Graham, president, the Debtor estimates $520,123 in assets and
$1,254,809 in liabilities.
Jana Smith Whitworth, Esq., at JS Whitworth Law Firm, PLLC,
represents the Debtor as counsel.
CHECKOUT HOLDING: Seeks to Hire Deloitte as Tax Services Provider
-----------------------------------------------------------------
Checkout Holding Corp., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Deloitte Tax LLP.
The services required of Deloitte Tax are:
a. Work Order: Pursuant to the terms of the Work Order and the
Tax Consulting Engagement Letter, Deloitte Tax will provide tax
transfer pricing services in preparing documentation for certain
intercompany transactions. In performing these services, the firm
has subcontracted certain services to the "DTT member firms"
located in France, Italy, and the Netherlands. Deloitte Tax will
pay each of these subcontractors the respective portion of the fees
that it bills to the Debtors for the services.
b. Tax Consulting Engagement Letter: Pursuant to the terms of
the Tax Consulting Engagement Letter, Deloitte Tax will provide
services on federal, foreign, state and local tax matters on an "as
requested" and "as agreed to" basis (except to the extent such
services are covered by another engagement agreement).
c. Tax Restructuring Engagement Letter: Deloitte Tax's services
will include, in connection with the Debtors' representation by the
firm on certain matters and the Debtors' restructuring, as
follows:
i. the cash tax effects of restructuring and bankruptcy and
the post-restructuring tax profile;
ii. the restructuring and bankruptcy emergence process from a
tax perspective, including the tax work plan;
iii. the cancellation of debt income for tax purposes under
Internal Revenue Code section 108;
iv. the calculation of the tax basis in the stock in each of
the Debtors' subsidiaries or other entity interests;
v. post-restructuring or post-bankruptcy tax attributes (tax
basis in assets, tax basis in subsidiary stock, and net operating
loss carryovers) available under the applicable tax regulations and
the reduction of such attributes based on the Debtors' operating
projections;
vi. the effects of tax rules under IRC sections 382(1)(5) and
(1)(6) pertaining to the post-bankruptcy net operating loss
carryovers and limitations on their utilization, and the Debtors'
ability to qualify for IRC section 382(1)(5);
vii. the net built-in gain or net built-in loss position at the
time of "ownership change" (as defined under IRC section 382),
including limitations on use of tax losses generated from
post-restructuring or post-bankruptcy asset or stock sales;
viii. the treatment of post-petition interest for state and
federal income tax purposes;
ix. the state and federal income tax treatment of pre-petition
and post-petition reorganization costs;
x. evaluation and modeling of the tax effects of the Debtors'
liquidating or disposing of assets and merging or converting
entities as part of the restructuring;
xi. state income tax treatment and planning for restructuring
or bankruptcy provisions in various jurisdictions;
xii. tax notices and audits from various taxing authorities;
xiii. identifying the Debtors' potential tax refunds and
procedures for tax refunds from tax authorities;
xiv. income tax return reporting of bankruptcy issues and
related matters;
xv. documenting, as appropriate, the tax analysis, development
of opinions, recommendation, observations, and correspondence for
any proposed restructuring alternative tax issue or other tax
matter; and
xvi. other state or federal income tax questions that may arise
in the course of the engagement.
For services provided pursuant to the terms of the Tax Consulting
Engagement Letter and the Work Order, Deloitte Tax will charge
these hourly fees:
Principal / Partner / $710 - $855
Managing Director
Senior Manager $635 - $725
Manager $540 - $620
Senior $475 - $485
Staff $360 - $390
Prior to the petition date, the firm received a $25,000 retainer
for services to be performed under the Work Order.
For tax services related to the Debtors' restructuring, the firm
received a $50,000 retainer and will charge these hourly fees:
Partner / Principal / $830 - $920
Managing Director
Senior Manager $745 - $780
Manager $630 - $670
Senior $520
Staff $420
Jeffrey van Gelder, a partner at Deloitte Tax, attests that his
firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey van Gelder
Deloitte Tax LLP
333 Southeast Second Avenue, Suite 3600
Miami, FL 33131
Tel: +1 305 372 3100
Fax: +1 305 372 3160
About Catalina
Catalina Marketing Corp. -- https://www.catalina.com/ -- is a
personalized digital media and marketing company that owns and
operates a proprietary dual function in-store data-gathering
network and promotion-publishing channel. Catalina's customers are
some of the world's largest retailers and manufacturers of
consumer-packaged goods. Through the application of its
proprietary analytics systems, Catalina uses a shopper purchase
database and real-time retailer data to make accurate predictions
about shoppers' future purchasing behaviors based on not only
historical purchasing behaviors, but also on emerging trends in
consumer behavior. Formed in 1983, Catalina is based in St.
Petersburg, Florida, with operations in the United States, Europe
and Japan.
In 2007, entities affiliated with Hellman & Friedman LLC, a private
equity firm with a focus on information services and media, through
its wholly owned subsidiary, Checkout Holding Corp., acquired
Catalina. In 2014, funds affiliated with Berkshire Partners LLC, a
Boston-based investment firm and certain third-party co-investors,
acquired a controlling interest in Catalina. Berkshire currently
holds 40.71% of all the outstanding common stock of Catalina's
ultimate parent PDM Group Holdings.
Catalina Marketing Corporation and 10 affiliates, including parent
Checkout Holding Corp., sought Chapter 11 protection on Dec. 12,
2018 with a prepackaged plan that would reduce debt by $1.6
billion. The lead case is In re Checkout Holding Corp. (Bankr. D.
Del. Case No. 18-12794).
Catalina disclosed funded debt of $1.9 billion as of the bankruptcy
filing. Assets are in the range of $1 billion to $10 billion.
The Hon. Kevin Gross is the case judge.
Weil, Gotshal & Manges LLP is serving as legal counsel, Centerview
Partners LLC is serving as financial advisor and FTI Consulting is
serving as restructuring advisor to Catalina. Richards, Layton &
Finger, P.A., is the local counsel. Prime Clerk LLC is the claims
agent.
Jones Day is counsel to the Consenting First Lien Lenders.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is counsel to the
Consenting Second Lien Lenders.
CHECKOUT HOLDING: Seeks to Hire Deloitte Financial Advisory
-----------------------------------------------------------
Checkout Holding Corp., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Deloitte Financial Advisory Services LLP.
The firm will provide certain fresh start and bankruptcy accounting
advisory services pursuant to the terms of an engagement letter
dated October 19, 2018. These services include:
(i) assisting the Debtors with planning for the determination
of and substantiation of the fresh start balance sheet under
Accounting Standards Codification 852, Reorganizations, issued by
the Accounting Standards Division of the AICPA, and other related
advice and assistance with accounting and financial reporting; and
(ii) application support such as assisting the Debtors'
management in its preparation and implementation of the accounting
treatments and systems updates for its fresh start accounting
implementation.
Deloit FAS' standard hourly billing rates are:
Partner, Principal and $700 - $925
Managing Director
Senior Manager $625 - $675
Manager $525
Senior $475
Staff $375
The firm will also provide valuation services and will charge these
hourly fees for such services:
Partner, Principal and $450 - $480
Managing Director
Senior Manager $400 - $430
Manager $360 - $390
Senior $310 - $340
Staff $250 - $290
Prior to the petition date, Deloitte FAS received a $100,000
retainer.
Anthony Sasso, managing director of Deloitte, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony Sasso
Deloitte Financial Advisory Services LLP
100 Kimball Drive
Parsippany, NJ 07054
Phone: +1 973 602 6000
Fax: +1 973 602 5050
About Catalina
Catalina Marketing Corp. -- https://www.catalina.com/ -- is a
personalized digital media and marketing company that owns and
operates a proprietary dual function in-store data-gathering
network and promotion-publishing channel. Catalina's customers are
some of the world's largest retailers and manufacturers of
consumer-packaged goods. Through the application of its
proprietary analytics systems, Catalina uses a shopper purchase
database and real-time retailer data to make accurate predictions
about shoppers' future purchasing behaviors based on not only
historical purchasing behaviors, but also on emerging trends in
consumer behavior. Formed in 1983, Catalina is based in St.
Petersburg, Florida, with operations in the United States, Europe
and Japan.
In 2007, entities affiliated with Hellman & Friedman LLC, a private
equity firm with a focus on information services and media, through
its wholly owned subsidiary, Checkout Holding Corp., acquired
Catalina. In 2014, funds affiliated with Berkshire Partners LLC, a
Boston-based investment firm and certain third-party co-investors,
acquired a controlling interest in Catalina. Berkshire currently
holds 40.71% of all the outstanding common stock of Catalina's
ultimate parent PDM Group Holdings.
Catalina Marketing Corporation and 10 affiliates, including parent
Checkout Holding Corp., sought Chapter 11 protection on Dec. 12,
2018 with a prepackaged plan that would reduce debt by $1.6
billion. The lead case is In re Checkout Holding Corp. (Bankr. D.
Del. Case No. 18-12794).
Catalina disclosed funded debt of $1.9 billion as of the bankruptcy
filing. Assets are in the range of $1 billion to $10 billion.
The Hon. Kevin Gross is the case judge.
Weil, Gotshal & Manges LLP is serving as legal counsel, Centerview
Partners LLC is serving as financial advisor and FTI Consulting is
serving as restructuring advisor to Catalina. Richards, Layton &
Finger, P.A., is the local counsel. Prime Clerk LLC is the claims
agent.
Jones Day is counsel to the Consenting First Lien Lenders.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is counsel to the
Consenting Second Lien Lenders.
CLAROCITY CORP: Fails to Repay Debentures, Seeks Forbearance
------------------------------------------------------------
Clarocity Corporation ("Clarocity") on Jan. 29, 2019, disclosed
that an event of default has occurred in respect of $20,050,000
principal amount of secured debentures which matured and became due
and payable January 25, 2019. Clarocity is unable to repay the
debentures and is seeking forbearance from debentureholders from
enforcing the security held over all of Clarocity's assets.
StableView Asset Management Inc. ()StableView"), as the principal
secured lender and lender representative for the debentureholders,
has agreed in principle to the forbearance conditional upon
shareholders of Clarocity approving of the sale to
iLOOKABOUT()Proposed Transaction") of Clarocity's Valuation Vision
Inc. and Clarocity Valuation Services, LLC businesses ()Operating
Businesses").
Clarocity and StableView, as the principal secured lender, have
agreed that in the event shareholders approve the Proposed
Transaction and the Proposed Transaction is completed, Clarocity
will assign to StableView the $8,700,000 principal amount of
iLOOKABOUT convertible debenture, 23,000,000 common shares of
iLOOKABOUT, and 14,000,000 warrants of iLOOKABOUT in partial
repayment of outstanding debentures and notes of Clarocity (the
"Partial Repayment"), and the security held over the Operating
Businesses will be released.
Clarocity continues to work towards completing a definitive
agreement with iLOOKABOUT Corp. for the Proposed Transaction as
described in its news release dated November 16, 2018. There is no
assurance that an agreement will be finalized, necessary approvals
will be obtained, or a transaction completed.
About iLOOKABOUT
iLOOKABOUT is a software, data analytics, data aggregation and
visual intelligence company focused on real property. iLOOKABOUT
primarily serves the property assessment, property taxation,
municipal, insurance, and appraisal sectors, both public and
private, in North America. iLOOKABOUT provides powerful data
analytics to the real estate industry through its Real Property Tax
Analytics software offering. iLOOKABOUT's proprietary StreetScape
imagery and real property focused web-based application,
GeoViewPort unifies property related data and enables desktop
review of properties. iLOOKABOUT has integrated analytics and
workflow management applications into GeoViewPort, which create
highly valued service offerings for its clients. To augment its
technology-based offerings, iLOOKABOUT provides real estate
consulting services, with a focus on the Property Tax and Valuation
sectors.
About Clarocity
Clarocity Corporation (CLY)(otcqb:CLRYF) --
http://www.clarocity.com/-- provides real estate valuation
solutions and platform technologies designed to address today's
dynamic housing market. As a fully integrated technology and
valuation services company, Clarocity provides a full spectrum of
appraisal and alternative valuation solutions.
CRESCENT ASSOCIATES: Seeks to Hire Keller Williams as Broker
------------------------------------------------------------
Crescent Associates, LLC, seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire a real estate
broker.
The Debtor proposes to employ Keller Williams Beverly Hills in
connection with the sale of its real properties located at 3548
Multiview Drive and 3548 Multiview 1/2 Drive, Los Angeles,
California.
The listing price for the 3548 Multiview Drive property is $1.995
million while the listing price for the other property is $1.95
million.
Keller Williams will get 5% of the gross sales price of each
property and 5% if the firm represents both the seller and the
buyer. The firm will cooperate with and compensate participating
Multiple Listing Service brokers, and offer a share of the
commission of up to 2.5% of the purchase price.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Shawn Kormondy
Keller Williams Beverly Hills
439 N Canon Drive, Penthouse
Beverly Hills, CA 90210
Mobile: 323-638-7567
Office: 323-638-7567
About Crescent Associates
Crescent Associates, LLC, based in Los Angeles, California, filed a
Chapter 11 petition (Bankr. C.D. Cal., Case No. 18-20654) on Sept.
12, 2018. The Hon. Julia W. Brand oversees the case. In the
petition signed by Edward Friedman, managing member, the Debtor
disclosed $4,350,100 in assets and $5,214,026 in liabilities.
Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan,
serves as bankruptcy counsel to the Debtor. Turner Friedman Morris
& Cohan, LLP is the special counsel.
CROSBY WORLDWIDE: Bank Debt Trades at 9% Off
--------------------------------------------
Participations in a syndicated loan under which Crosby Worldwide
Ltd is a borrower traded in the secondary market at 91.33
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.26 percentage points from the
previous week. Crosby Worldwide pays 300 basis points above LIBOR
to borrow under the $560 million facility. The bank loan matures on
November 7, 2020. Moody's rates the loan 'Caa1' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 18.
CSC HOLDINGS: Fitch Rates $1.5BB Sr. Guaranteed Notes 'BB'
----------------------------------------------------------
Fitch Ratings assigned 'BB'/'RR2' ratings to the new $1.5 billion
CSC Holdings LLC (CSCH) 6.5% senior guaranteed notes due 2029.
Fitch also downgraded the ratings on the CSCH senior unsecured
notes one notch to 'B'/'RR5' from 'B+'/'RR4', reflective of the
reduced recovery prospects given the increased amount of more
senior debt in the capital structure. Fitch also affirmed the
Long-Term Issuer Default Ratings (IDRs) of 'B+' on Cablevision
Systems Corporation (Cablevision) and its wholly-owned operating
subsidiary CSCH and other issue ratings. The Rating Outlook is
Stable.
Fitch views the refinancing positively as it improves near-term
liquidity. The issuance is leverage neutral and the company intends
to use the net proceeds from the offering to repay the CSCH 8.625%
senior unsecured notes due 2019 and a portion of the CSCH 10.125%
senior unsecured notes due 2023. Cablevision also concurrently
refinanced its revolving credit facility, with roughly $2.17
billion of the $2.56 billion now maturing in January 2024.
KEY RATING DRIVERS
Enhanced Scale: Pro forma for the combination of Cablevision and
Cequel under a single credit silo, the company is larger and more
geographically diversified with 8.7 million homes passed and 4.9
million customer relationships covering 21 states. Fitch-calculated
LTM revenue and EBITDA approximated $9.4 billion and $4.1 billion,
respectively.
High Leverage: The refinancing is leverage neutral. Fitch estimates
gross unadjusted leverage is unchanged on a consolidated basis at
roughly 5.7x for LTM ended Sept. 30, 2018 (including collateralized
debt obligations). With the announced separation of Altice USA from
Altice NV, Altice USA publicly guided to a net leverage target of
4.5x-5.0x, down from the previously guided range of 5.0x-5.5x.
Fitch is encouraged that management remains committed to this more
conservative leverage target. Fitch expects that Altice USA will
balance modest debt reduction and share repurchases over the
forecast period. Notably, Altice USA completed share repurchases of
$241 million in third-quarter 2018 (3Q18) and management is
targeting up to $500 million in aggregate by year-end 2018.
EBITDA Margin Expansion: Since the acquisition in June 2016, Altice
USA has realized more than $1.0 billion of cost savings. These
synergies mainly contributed to Altice USA's EBITDA margins
expanding to roughly 44.3% as of 3Q18, up from 33.6% as of 1Q16.
The achieved operational efficiencies have driven a meaningful
reduction in leverage. However, Fitch believes that Altice USA has
already extracted value by managing the business on a consolidated
basis. Fitch expects more modest expansion to EBITDA margins going
forward.
Strong Liquidity and FCF: Fitch expects Altice USA to generate FCF
in a range of $1.2 billion-$1.3 billion annually. Liquidity will
also be supported by pro forma $472 million in balance sheet cash,
and a $2.56 billion upsized revolver. Fitch expects capital
spending to continue at a more elevated level as Altice USA
completes its planned buildout of FTTH over the next few years.
Longer-Term Event Risk Remains: Altice USA's increased public float
and separation from Altice NV could make the company more able to
take advantage of potential future M&A transactions. Fitch believes
that the potential for additional M&A remains an event risk over
the longer term for Cablevision.
DERIVATION SUMMARY
The ratings reflect Cablevision's pro forma high leverage, smaller
scale and less geographic diversification relative to other cable
peers, notably Charter (BB+/Stable). The acquisition of Cablevision
and Cequel by Altice created the fourth-largest multichannel video
programming distributor (MVPD) in the U.S. The announced
combination of Cablevision and Cequel more strongly positions the
pro-forma credit profile in the 'B+' rating category. Notably,
Cablevision's consolidated revenues compare more closely with DISH
Network (B+/Negative). However, Cablevision maintains much higher
EBITDA and FCF margins despite a similar leverage profile.
The company already has high penetration in its legacy Cablevision
territories, which leaves it at risk to promotional activity from
traditional MVPDs and disruptive service offerings from
over-the-top (OTT) players, like Netflix, Amazon and virtual
multichannel video programming distributors (vMVPDs) like Hulu,
YouTubeTV, DIRECTV Now and Sling. Fitch believes that this is
somewhat offset by the company's high EBITDA margins, at the
high-end of the peer group, and the successful execution of its
cost reduction strategies.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Revenue growth in the low-single-digits, reflecting the
maturity and high penetration rate of the company's services;
- EBITDA margins in the low 40% range;
- Deleveraging achieved mostly through EBITDA growth and some
modest debt reduction;
- FCF will support parent Altice USA's share repurchase program.
Recovery Analysis Considerations
- The recovery analysis assumes that Cablevision would be
considered a going concern in a bankruptcy and the company would be
reorganized rather than liquidated. Fitch assumes a 10%
administrative claim in the recovery analysis.
- Fitch's going concern EBITDA of $3.2 billion reflects increased
competition from traditional MVPDs and OTT providers resulting in
an uptick in video and phone subscriber losses. Altice USA must
engage in promotional pricing activity to remain competitive. At
the same time, programming costs continue to increase as the
company fails to negotiate more favorable rate increases. As a
result, ARPU and EBITDA per subscriber are pressured.
- Fitch estimates a distressed enterprise valuation of $19.3
billion using a 6.0x multiple. Fitch applies a going-concern
enterprise value (EV) multiple of 6.0x, lower than public and
private transaction multiples reflecting Altice USA's smaller scale
and less diversification relative to larger cable peers. It also
incorporates the 2009 emergence from bankruptcy of Charter
Communications at a reorganization multiple of 5.8x. Cablevision's
market trading multiple averaged roughly 8.6x from 2006 until its
acquisition in June 2016. Cablevision was acquired by Altice NV, BC
Partners and CPPIB for $17.7 billion at an 8.8x purchase price
multiple (6.1x including synergies). Other multiples for recent
cable acquisitions include Charter's acquisition of Time Warner
Cable and Bright House Networks in May 2016 for 9.8x and 12.8x,
respectively (8.3x and 6.5x including synergies and tax benefits).
- Fitch assumes a fully drawn revolver in its recovery analysis
since credit revolvers are tapped as companies are under distress.
Fitch assumes a full draw of the upsized CSCH $2.56 billion
revolver.
- The recovery model results in a 'BB+'/'RR1' rating for the CSCH
senior secured credit facilities, reflecting Fitch's belief that
91%-100% recovery is reasonable.
- The recovery model results in an issue rating of 'BB'/'RR2' for
CSCH's senior unsecured guaranteed notes.
- The recovery model results in a 'B/'RR5' rating for the CSCH
senior unsecured notes. The one notch downgrade reflects the higher
amount of senior debt in the capital structure pro forma for the
refinancing and the resulting reduced recovery prospects of the
CSCH senior unsecured notes.
- The 'B-'/'RR6' rating on the CVC senior unsecured notes
reflects the limited recovery prospects in distress.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Sustained total debt with equity credit/operating EBITDA below
5.5x and FFO-adjusted total leverage below 6.0x and indications
that the combined operating profile (Cablevision and Cequel) will
not materially decline in the face of competition from other MVPDs
and against OTT providers in the evolving media landscape.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Total debt with equity credit/operating EBITDA exceeding 6.5x
and FFO-adjusted total leverage above 7.0x for a sustained period,
in the absence of a credible deleveraging plan, as a result of
increased competition and operational weakness or leveraging
transactions.
LIQUIDITY
Adequate Liquidity: Fitch considers the company's liquidity
position and overall financial flexibility to be adequate.
Liquidity will be supported by $472 million in Altice USA balance
sheet cash as of Sept. 30, 2018, and the upsized $2.56 billion
revolver. Fitch also expects strong FCF generation in a range of
roughly $1.2 billion-$1.3 billion over the forecast period. The pro
forma entity has modest debt maturities over the next two years
including $500 million in 2020. The next sizable maturity comes in
2021 when $2.25 billion (excluding current revolver borrowings)
becomes due. Fitch believes that management has the ability to
manage near-term maturities with a combination of FCF generation
and revolver availability.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings:
CSC Holdings LLC (CSCH):
-- New $1.5 billion of senior guaranteed notes due 2029
'BB'/'RR2'.
Fitch has downgraded the following ratings:
CSC Holdings LLC (CSCH):
-- Senior unsecured notes to 'B'/'RR5' from 'B+'/'RR4'.
Fitch has affirmed the following ratings:
CSC Holdings LLC (CSCH):
-- Long-Term Issuer Default Rating (IDR) at 'B+';
-- Senior secured credit facility at 'BB+'/'RR1';
-- Senior guaranteed notes at 'BB'/'RR2'.
Cablevision Systems Corp.:
-- Long-Term IDR at 'B+';
-- Senior unsecured notes at 'B-'/'RR6'.
The Rating Outlook is Stable.
DSMR CONSULTANTS: Seeks to Hire Mincin Law as Legal Counsel
-----------------------------------------------------------
DSMR Consultants LLC seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to hire Mincin Law PLLC as its legal
counsel.
The Debtor requires Mincin Law to:
a. institute, prosecute or defend any lawsuit, adversary
proceeding or contested matter arising out of the Debtor's
bankruptcy proceeding in which it may be a party;
b. assist in recovery and obtain necessary court approval for
recovery and liquidation of estate assets;
c. assist in determining the priorities and status of claims
and in filing claim objections;
d. assist in the preparation of a disclosure statement and
bankruptcy plan; and
e. provide other legal services related to the bankruptcy
case.
David Mincin, Esq., Esq., the attorney who will be handling the
case, will be paid an hourly fee of $350.
Mr. Mincin neither holds nor represents any interest adverse to the
Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
David Mincin, Esq.
Mincin Law PLLC
7465 W. Lake Mead Boulevard, #100
Las Vegas, NV 89128
Tel: (702) 852-1957
Email: dmincin@mincinlaw.com
About DRMR Consultants LLC
Based in Las Vegas, Nevada, DRMR Consultants LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
19-10153) on January 10, 2019, listing under $1 million in both
assets and liabilities. David Mincin, Esq., at Mincin Law PLLC
represents the Debtor as counsel.
ENERGY GUARD: Amends Treatment of Priority Unsecured Claims
-----------------------------------------------------------
The Debtor, Energy Guard Midwest, LLC, submits a First Amended
Chapter 11 Plan and accompanying Disclosure Statement to modify the
class of priority unsecured claims of consumer customers for refund
of deposits per Section 507(a)(7) of the Bankruptcy Code,
classified in Class 6.
The Class 6 claims consist of the timely filed priority unsecured
claims of consumers due a refund of a deposit per Section
507(a)(7). The Reorganized Debtor shall pay said claimant that
portion of their claim set out, without interest, and in equal
monthly payments over 60 months, beginning thirty (30) days after
the Effective Date.
These claims are:
1. Larry and Barbara Grobe $5,700
2. Michael and Trista Depe $5,700
3. Karl Fry $2,850
4. Cindy England $2,500
5. John Linder $2,850
6. Barbara Scheutte $2,850
7. Chris Thummel $2,850
The previous plan indicated these Class 6 customers:
1. Michael and Trista Depe $19,872
2. Karl Fry $4,000
3. Cole Family Famrs $25,000
4. Cindy England $2,500
5. John Linder $10,000
6. Barbara Scheutte $11,818
7. Chris Thummel $4,000
Class 7 - General Unsecured Creditor Class. This class consists of
all timely filed and allowed claims of general unsecured creditors.
After payment in full of: (a) the allowed administrative claims;
(b) the Class I and 5 priority unsecured claims of the IRS and
KDOL; (c) the allowed Class 2, 3 and 4 secured claims of Intrust,
AOK and the IRS; and (d) the Class 6 claims for refunds, the
Reorganized Debtor shall pay general unsecured creditors on a
prorata basis from Plan payments made to the unsecured creditor
class. The Reorganized Debtor's payments to the unsecured creditor
class shall be in the total amount of $50,000 and will be paid on
a prorata basis at the rate of $1,000 per month for fifty (50)
months with disbursements to claimants to be made annually.
Class 1 - Unsecured Priority Claim of Internal Revenue Service are
impaired. The Internal Revenue Service ("IRS") holds an unsecured
priority claim for unpaid FICA and FUTA taxes accruing between
2014 and 2018 in the aggregate amount of $120,239.43. The
Reorganized Debtor shall pay the IRS its allowed unsecured priority
claim of $120,239.43, with interest at the rate of six percent
(6%) per annum, and in equal monthly payments over 50 months,
beginning thirty (30) days after the Effective Date.
Class 2 - Secured Claim of Intrust Bank are impaired. Intrust Bank
("Intrust") holds a claim against Debtor in the approximate
principal amount of $20,000, plus interest. Intrust's claim is
secured by a security interest in Debtor's 2007 Chevrolet
Silverado truck and 2010 Chevrolet Silverado truck. Debtor will
retain the 2007 Chevrolet Silverado truck and 2010 Chevrolet
Silverado truck. Per 1 U.S.C. 1123(a)(5)(B), title to the trucks
shall vest in the Reorganized Debtor upon confirmation of the Plan.
The Reorganized Debtor shall pay Intrust the amount of its allowed
secured claim of $6,000 in equal monthly payments amortized over
thirty-six (36) months and with interest at the Confirmation Rate.
Payments shall begin thirty (30) days after the Effective Date.
Class 3 - Secured Claim of A 0K 1 LLC. A 0K l, LLC ("AOK") holds a
claim against Debtor in the approximate principal amount of
$22,197.81, plus interest. AOK's claim is secured by a security
interest in Debtor's 1957 Ford Fairlane vehicle. Per II U.S.C. Sl
123(a)(5)(B), title to the vehicle shall vest in the Reorganized
Debtor upon confirmation of the Plan. The Reorganized Debtor shall
pay AOK the amount of its allowed secured claim of in equal
monthly payments amortized over sixty (60) months and with
interest at the Confirmation Rate. Payments shall begin thirty (30)
days after the Effective Date. This class are impaired.
Class 4 - Secured Claim of Internal Revenue Service. The Internal
Revenue Service ("IRS") holds a secured claim for unpaid FICA taxes
from 2014 in the aggregate amount of $26,003.00 which amount is the
aggregate value of the equity in Debtor's accounts (-0-),
inventory ($2300), accounts receivable ($200), office furniture
($3000), vehicles ($9803) and shop equipment ($10,700) at the time
of filing after deducting senior liens in said assets. The
Reorganized Debtor shall pay the IRS its secured claim of $26,003,
with interest at the Confirmation Rate, and in equal monthly
payments over 50 months, beginning thirty (30) days after the
Effective Date.
Class 5 - Unsecured priority claim of Kansas Department of Labor
for unemployment taxes. Kansas Department of Labor ("KDOL") holds
an unsecured priority claim for unpaid unemployment taxes arising
between 2016 and 2018 in the aggregate amount of $6,890.35. The
Reorganized Debtor shall pay the KDOL its allowed unsecured
priority claim of $6,890.35, without interest, and in equal monthly
payments over 50 months, beginning thirty (30) days after the
Effective Date.
Class 8 - Interest owners in Debtor. Tim Henry is the sole
interest owner in Debtor. On the Confirmation Date, Henry's
membership units in the Debtor shall be cancelled. All tax
attributes of the Debtor, including tax loss carry forwards and
its tax basis in its assets, shall vest in the Reorganized Debtor
on the Confirmation Date.
The Plan provides for full payment of all timely filed and allowed
administrative, secured and priority claims. The Plan provides for
payment of a portion of all timely filed and allowed general
unsecured claims. Creditor claims will be paid by the Reorganized
Debtor from income generated by ongoing operations.
A full-text copy of the First Amended Disclosure Statement dated
January 14, 2019, is available at https://tinyurl.com/ydyfeo6o from
PacerMonitor.com at no charge.
About Energy Guard Midwest
Energy Guard Midwest, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 18-11070) on June 4,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million. Judge
Dale L. Somers presides over the case. Mark J. Lazzo, Esq., at
Landmark Office Park, is the Debtor's legal counsel.
The Office of the U.S. Trustee on Aug. 27, 2018, appointed the
official committee of unsecured creditors in the Chapter 11 case.
The Committee retained Eron Law, P.A., as counsel.
ENLINK MIDSTREAM: Moody's Assigns Ba1 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned new ratings to EnLink Midstream,
LLC, including a Ba1 Corporate Family Rating, Ba1-PD Probability of
Default Rating and SGL-3 Speculative Grade Liquidity Rating. This
follows the closing of a previously announced transaction where
ENLC acquired all outstanding units of its midstream master limited
partnership EnLink Midstream Partners, LP not already owned by
ENLC. This transaction (simplification transaction) effectively
re-sets EnLink's status quo unitholder distribution while
eliminating all incentive distribution rights in ENLK. ENLC's
outlook is stable.
At the same time, Moody's withdrew ENLK's Ba1 CFR, Ba1-PD PDR and
SGL-3 Speculative Grade Liquidity Rating (these ratings were
effectively moved to ENLC), and affirmed ENLK's Ba1 senior
unsecured notes rating and Ba3 perpetual preferred units rating.
ENLK's rating outlook remains stable.
Rating Assignments:
Issuer: EnLink Midstream, LLC
Corporate Family Rating, Assigned Ba1
Probability of Default Rating, Assigned Ba1-PD
Speculative Grade Liquidity Rating, Assigned SGL-3
Ratings Withdrawn:
Issuer: EnLink Midstream Partners, LP
Corporate Family Rating, Withdrawn Ba1
Probability of Default Rating, Withdrawn Ba1-PD
Speculative Grade Liquidity Rating, Withdrawn SGL-3
Ratings Affirmed:
Issuer: EnLink Midstream Partners, LP
Senior Unsecured Notes, Affirmed Ba1 (LGD4)
Senior Unsecured Shelf, Affirmed (P)Ba1
Perpetual Preferred Units, Affirmed Ba3 (LGD6)
Outlook Actions:
Issuer: EnLink Midstream, LLC
Outlook, Assigned Stable
Issuer: EnLink Midstream Partners, LP
Outlook, Remains Stable
RATINGS RATIONALE
ENLC's Ba1 rating is supported by a high proportion of fee-based
revenue with moderate volume stability and cash flow visibility.
EnLink's simplification transaction effectively re-sets its status
quo unitholder distribution, which along with the elimination of
IDRs should increase distribution coverage to exceed 1.3x at ENLC.
Good distribution coverage implies that ENLC should retain a higher
proportion of cash flow, alleviating somewhat the pressure of
seeking third party debt and dilutive equity to finance capital
spending. EnLink's modestly growing scale and diversified asset
base also support the rating. These strengths are partially offset
by EnLink's concentration in the mature Barnett Shale, where
volumes have been declining, and the need to offset this exposure
through growth in other regions such as the STACK, which entails
execution risk. EnLink is building out its STACK and Permian Basin
assets to offset the expected cash flow decline within its Barnett
Shale assets. EnLink receives significant revenue from Devon Energy
Corporation (Devon, Ba1 positive), and EnLink's credit profile
reflects the company's high customer concentration risk with
Devon.
Consolidated for the operations and debt at ENLK, EnLink's 2019
debt/EBITDA should be less than 4.5x. However, EnLink's leverage
consolidated for its controlling owners GIP III Stetson I, L.P.'s
and GIP III Stetson II, L.P.'s (collectively GIP III Stetson) debt
is relatively high, and will likely exceed 5x in 2019. Debt
leverage could still pose a modest challenge as it depends on
EBITDA growth to deliver a decline in consolidated debt leverage.
ENLC's SGL-3 rating reflects adequate liquidity, and the
simplification transaction should improve its financial
flexibility. EnLink will likely fund its projected negative free
cash flow using revolver drawings, asset sale proceeds and
at-the-market (ATM) equity issuances.
Moody's expects ENLC to refinance EnLink's two existing revolving
credit facilities (one at ENLK and another at ENLC) into one
aggregate facility of $1.75 billion. The revolver is expected to be
guaranteed by ENLK and mature in January 2024. The revolver has two
material financial covenants, a maximum consolidated leverage ratio
of 5x (relaxed to 5.5x for the quarter of an acquisition and the
following three quarters) and a minimum consolidated interest
coverage ratio of 2.5x. Moody's expects the company to remain in
covenant compliance through mid-2020.
ENLK has also entered into a $850 million unsecured term loan
maturing in December 2021. The term loan contains substantially the
same covenants as the revolving credit facility. Proceeds from the
term loan were used to repay most of ENLK's prior revolving credit
facility. Moody's expects ENLC to assume ENLK's obligations under
the term loan agreement after closing the simplification
transaction, and the term loan is expected to be guaranteed by
ENLK.
ENLC's revolver and term loan benefit from an upstream guarantee
from ENLK. However, ENLK's unsecured notes do not benefit from
downstream guarantees from ENLC or upstream guarantees from
operating subsidiaries and are, as a result, structurally
subordinated to ENLC's obligations and the obligations of EnLink's
subsidiaries. EnLink intends to have all its assets at ENLK, and no
assets are expected to be held at ENLC, allowing pari passu
consideration for obligations at ENLC and ENLK. Furthermore, the
obligations of ENLK's subsidiaries are not material in size
relative to the unsecured notes to warrant notching below the CFR.
The unsecured notes are therefore rated in-line with the Ba1 CFR.
However, if the company continues to hold material assets at ENLC,
ENLC's obligations will have a priority claim to those assets which
will pressure the ratings of ENLK's unsecured notes.
ENLC and ENLK's outlook is stable based on Moody's expectations
that the company will continue to grow EBITDA providing modest
deleveraging through mid-2020.
EnLink's ratings could be upgraded if the companies' debt/EBITDA is
sustained below 4.5x and consolidated leverage (inclusive of GIP
III Stetson) below 5x, while distribution coverage is maintained at
sufficient levels. For an upgrade, there will also need to be
sufficient visibility regarding the profitable execution of
EnLink's ongoing growth strategy, to offset the expected margin
decline within its Barnett Shale assets. Ratings would likely be
downgraded if debt/EBITDA increases to approach 5.5x, or
consolidated leverage approaches 6x, or distribution coverage
deteriorates.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
EnLink Midstream, LLC is a publicly traded company engaged in
midstream energy services through its wholly-owned subsidiary
EnLink Midstream Partners, LP, including the gathering, processing,
fractionation, transportation and marketing of natural gas, natural
gas liquids and crude oil in several US regions, including in the
STACK, Cana and Arkoma Woodford Shales, Barnett Shale, Permian
Basin and Louisiana.
ENLINK MIDSTREAM: S&P Assigns BB+ ICR, Outlook Stable Upon Merger
-----------------------------------------------------------------
Dallas-based EnLink Midstream LLC (EnLink) completed the
simplification of its corporate structure by acquiring all
outstanding common units of EnLink Midstream Partners LP (ENLK) not
already owned by EnLink in a unit-for-unit exchange. Approximately
99.7% of the votes approved the merger agreement.
S&P Global Ratings assigned a 'BB+' issuer credit rating to
EnLink.
S&P's 'BB+' issuer credit and issue-level ratings on ENLK are
unchanged.
S&P said, "We believe the equity-for-equity transaction will
simplify EnLink's structure, improve its cost of capital by
eliminating its incentive distribution rights (IDRs), and
strengthen its distribution coverage ratio to a minimum of 1.3x.
The transaction improves EnLink's financial flexibility by reducing
cash leakage because the company will be able to use internally
generated funds to partially fund its capital growth opportunities
or reduce debt. The transaction will result in an adjusted
debt-to-EBITDA ratio in the 4.5x-4.75x range for 2019, improving to
approximately 4.5x in 2020. We assess EnLink's credit quality as
separate from holding companies GIP Stetson I L.P. and GIP Stetson
II L.P (collectively GIP Stetson) as it meets the attributes
outlined in our Master Limited Partnerships And General
Partnerships criteria, published Sept. 22, 2014 (i.e., Global
Infrastructure Partners Inc. (GIP) will continue to dictate
EnLink's governance and third parties own at least 33% of its
outstanding shares).
"The stable rating outlook reflects our expectation that the
transaction improves EnLink's cost of capital and will result in
adjusted debt leverage improving to the 4.5x area over the next 24
months as the company's growth in the Permian basin and Oklahoma
will offset the loss of revenues in North Texas from its expired
minimum volume commitments.
"We could consider raising the rating if EnLink is able to maintain
adjusted leverage of 4.5x or better while continuing to grow its
scale and footprint in the Permian basin and Oklahoma. This could
occur if the company issued a modest mix of equity to fund its
spending program.
"We could consider a negative rating action if adjusted debt
leverage stays above 5x. This could occur if commodity prices
deteriorated to a level that resulted in declining volumes. This
could also occur if we consolidated EnLink with its holding
company, GIP Stetson, which could occur if GIP considered taking
EnLink private."
EVAN JOHNSON: March 5 Hearing on Disclosure Statement
-----------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining the Chapter 11 plan of Evan Johnson & Sons Construction,
Inc., will be held at the U.S. Bankruptcy Court for the Southern
District of Mississippi, Bankruptcy Courtroom 4C, 501 East Court
Street, Jackson, Mississippi, on March 5, 2019 at 10:00 A.M.
February 19, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/yadcz7ar from PacerMonitor.com at no charge.
About Evan Johnson & Sons
Evan Johnson & Sons Construction, Inc., based in Pearl, Miss.,
filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192)
on June 15, 2017. In the petition signed by Melanie Johnson, its
president, the Debtor estimated $1 million to $10 million in assets
and liabilities. The Hon. Edward Ellington presides over the case.
Craig M. Geno, Esq., at The Law Offices of Craig M. Geno, PLLC,
serves as bankruptcy counsel to the Debtor.
EYEPOINT PHARMACEUTICALS: Appoints David Guyer to Board
-------------------------------------------------------
EyePoint Pharmaceuticals, Inc. has appointed David Guyer, M.D., to
the Company's Board of Directors. He will also serve on the
Company's Science Committee. Dr. Guyer has led several public and
private biotechnology companies focused on ocular diseases, and has
held leadership positions in academia and at healthcare venture
capital firms. Dr. Guyer currently serves as executive chairman of
Ophthotech Corporation, a publicly-traded biopharmaceutical company
specializing in gene therapy treatments for ocular diseases, which
he co-founded.
"Dr. Guyer has had a highly successful and multifaceted career in
the ophthalmology space. As the former CEO, chairman and board
member of numerous ocular disease companies, he has garnered
valuable expertise in accelerating the growth of ophthalmology
companies by overseeing pipeline creation, fundraising, business
development, mergers and acquisitions, commercial launches and
regulatory affairs," said Goran Ando, M.D., Chairman of the Board
of Directors of EyePoint Pharmaceuticals. "As we focus on our
goals for 2019, including the upcoming commercial launches of two
ophthalmic products in the first quarter of 2019, we will greatly
benefit from Dr. Guyer's extensive success and capability as a
strategic advisor and executive in the ophthalmology space. On
behalf of the entire Board and management team, it is a privilege
to welcome Dr. Guyer to the team."
"EyePoint is a company well-suited to take on its mission of
addressing the serious unmet needs in ocular diseases that may lead
to blindness," commented Dr. Guyer. "I look forward to supporting
EyePoint's two near-term product launches and assisting the Company
on its exciting mission to prevent and treat serious eye
diseases."
Before founding Opthotech, Dr. Guyer served as a partner and
venture partner at SV Life Sciences Advisers, a venture capital
firm focused on healthcare. Dr. Guyer co-founded Eyetech
Pharmaceuticals Inc. and served as its chief executive officer and
as a member of its Board of Directors from 2000 until it was
acquired by OSI Pharmaceuticals, Inc. in November 2005. Prior to
co-founding Eyetech Pharmaceuticals, Dr. Guyer was a Professor and
served as Chairman of the Department of Ophthalmology at New York
University School of Medicine. He currently serves on the Board of
Directors of Oxurion NV, a publicly traded biotechnology company.
Dr. Guyer received a B.S. from Yale College and an M.D. from Johns
Hopkins Medical School. Dr. Guyer completed his ophthalmology
residency at Wilmer Ophthalmological Institute, Johns Hopkins
Hospital and a retinal fellowship at the Massachusetts Eye and Ear
Infirmary at Harvard Medical School.
Dr. Guyer's compensation as a director will be consistent with the
compensation provided to all of the Company's non-employee
directors. Under the Company's current non-employee director
compensation policy, Dr. Guyer will receive an annual cash retainer
of $40,000 for general availability and participation in meetings
and conference calls of the Board. Dr. Guyer will receive an
additional annual retainer of $4,000 for his service as a member of
the Science Committee. Dr. Guyer was granted an option to acquire
80,000 shares of common stock of the Company, with such option
vesting in three equal annual installments commencing on the first
anniversary of Jan. 25, 2019, which is the date of the grant. The
option is exercisable for 10 years from the date of grant, at a
price equal to $2.42 per share, which is the closing price of the
Company's shares of common stock on the Nasdaq Global Market on the
date of the grant. The option will also be subject to the terms
and conditions of the Company's 2016 Long Term Incentive Plan, as
amended.
The Company also entered into an indemnification agreement with Dr.
Guyer in connection with his appointment to the Board.
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders. With the approval by the FDA on Oct.
12, 2018 of YUTIQ three-year treatment of chronic non-infectious
uveitis affecting the posterior segment of the eye, the Company has
developed five of the six FDA-approved sustained-release treatments
for eye diseases.
EyePoint Pharmaceuticals incurred a net loss of $53.17 million for
the year ended June 30, 2018, compared to a net loss of $18.48
million for the year ended June 30, 2017. As of Sept. 30, 2018,
the Company had $88.85 million in total assets, $41.15 million in
total liabilities, and $47.70 million in total stockholders'
equity.
Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
June 30, 2018, stating that the Company's anticipated recurring use
of cash to fund operations in combination with no probable source
of additional capital raises substantial doubt about its ability to
continue as a going concern.
FINAL FOUR FOOD: Seeks to Hire Joseph Gachko as Special Counsel
---------------------------------------------------------------
Final Four Food Corporation seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Joseph Gachko, Esq.,
as special counsel.
The attorney will serve as a liaison between the Debtor and its
lead bankruptcy counsel Medina Law Firm LLC.
Mr. Gachko disclosed in a court filing that he is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Mr. Gachko maintains an office at:
Joseph Gachko, Esq.
500 Dorian Road # 4
Westfield, NJ 07090
Phone: +1 908-317-0500
About Final Four Food Corp.
Final Four Food Corp. filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 16-29966) on Oct. 19, 2016, disclosing
under $1 million in both assets and liabilities. The case is
assigned to Judge John K. Sherwood. The Debtor is represented by
Medina Law Firm LLC.
FOOT AND ANKLE: Seeks to Hire Schneider & Stone as Legal Counsel
----------------------------------------------------------------
Foot and Ankle Healthcare Center seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Schneider & Stone as its legal counsel.
The firm will assist the Debtor in the preparation of a bankruptcy
plan and will provide other legal services related to its Chapter
11 case.
Ben Schneider, Esq., and Matthew Stone, Esq., the attorneys who
will be handling the case, will each charge an hourly fee of $375.
Paralegals will charge $175 per hour.
The attorneys do not hold any interest adverse to the interest of
the Debtor's bankruptcy estate, creditors and equity security
holders, according to court filings.
Schneider & Stone can be reached through:
Ben Schneider, Esq.
Schneider & Stone
8424 Skokie Blvd., Suite 200
Skokie, IL 60077
Phone: 847-933-0300
Email: ben@windycitylawgroup.com
About Foot and Ankle Healthcare
Foot and Ankle Healthcare Center, Ltd., which specializes in the
medical and surgical management of foot and ankle disorders, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-34613) on Dec.
14, 2018. In the petition signed by Vadim Goshko, president, the
Debtor estimated assets and liabilities at $1 million to $10
million. The case is assigned to Judge Jacqueline P. Cox. The
Debtor tapped Schneider & Stone as its legal counsel.
GALLINDO PROPERTY: Case Summary & Unsecured Creditors
-----------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Gallindo Property Management LLC 19-01010
8825 N Black Canyon Hwy
Phoenix, AZ 85021
W.E.N.I.M.M. LCC 19-01013
8825 N Black Canyon Hwy
Phoenix, AZ 85021
Business Description: Gallindo Property Management is a privately
held company engaged in activities related
to real estate. W.E.N.I.M.M is an operator
of automotive parts, accessories, and tire
store.
Chapter 11 Petition Date: January 29, 2019
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judges: Hon. Daniel P. Collins (19-01010)
Hon. Madeleine C. Wanslee (19-01013)
Debtors' Counsel: Shelton L. Freeman, Esq.
FREEMAN LAW PLLC
4248 N. Craftsman Court, Suite 100
Scottsdale, AZ 85251
Tel: 480-398-3100
Fax: 480-398-3101
Email: bkfilings@flfaz.com
- and -
Patrick M. Jones, Esq.
PMJ PLLC
100 S State Street
Chicago, IL 60603
Tel: (312) 255-7976
Email: pmj@patjonespllc.com
Gallindo Property's
Estimated Assets: $1 million to $10 million
Gallindo Property's
Estimated Liabilities: $1 million to $10 million
W.E.N.I.M.M's
Estimated Assets: $1 million to $10 million
W.E.N.I.M.M's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Wendel Waggoner, manager.
Gallindo Property lists Radius Bank as its sole unsecured creditor
holding a claim of $393,097. A full-text copy of the petition is
available for free at: http://bankrupt.com/misc/azb19-01010.pdf
A full-text copy of W.E.N.I.M.M's petition containing, among other
items, a list of the Debtor's six unsecured creditors is available
for free at: http://bankrupt.com/misc/azb19-01013_creditors.pdf
GARBER BROS: Interim Cash Collateral Use Through April 26 Approved
------------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts for the District of Massachusetts has
approved Garber Bros., Inc.'s use of cash collateral on an interim
basis through April 26, 2019 in accordance with the Court's prior
orders regarding cash collateral and the budget and under the terms
and conditions of the Cash Collateral Stipulation.
The Debtor has sought authority to use funds and assets
constituting the cash collateral subject to the security interest
claimed by, Zurich American Insurance Company, and Massachusetts
Department of Revenue as well as funds received and other cash
collateral that are subject to replacement liens granted by the
Order.
The Debtor will file a budget for further use of cash collateral on
or before April 11, 2019. All objections to the Debtor's further
use of cash collateral will be filed not later than April 16, and a
further cash collateral hearing will be held on April 23, 2019 at
10:15 a.m.
On or before the 15th day of each month, the Debtor will submit to
the Office of the U.S. Trustee and file with the Court a cash flow
report showing a comparison for the prior calendar month of actual
results of all items contained in the Budget to the amounts
originally contained in the Budget.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/mab17-11802-408.pdf
About Garber Bros.
Garber Bros., Inc., is a greater Boston convenience store
distributor. It abruptly closed its doors on April 10, 2017, and
ceased operations.
Alleged creditors signed an involuntary Chapter 7 petition for
Garber Bros. (Bankr. D. Mass. Case No. 17-11802) on May 15, 2017.
The petitioning creditors are BIC USA, Conagra Brands, Inc.,
General Mills, Inc., Mars Financial Services, Mondelez, Nestle USA,
The Coca-Cola Company, and The Hershey Company. The petitioning
creditors are represented by Janet E. Bostwick, at Janet E.
Bostwick, PC.
On June 7, 2017, the Court granted the Debtor's motion to convert
the case to Chapter 11. Murphy & King, PC, is the Debtor's counsel,
and Argus Management Corporation serves as the Debtor's financial
advisor. The Debtors hired Blish & Cavanagh, LLP, as special
litigation counsel.
On June 28, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors. The Committee is represented by Blakeley
LLP.
GEA SEASIDE: March 25 Plan Confirmation Hearing
-----------------------------------------------
The disclosure statement filed by GEA Seaside Investment Inc., dba
GEA Seaside Investments Inc., on October 22, 2018, is approved.
A confirmation hearing will be held on March 25, 2019 at 11:30
a.m., in 4th Floor Courtroom 4D, 300 North Hogan Street,
Jacksonville, Florida. Any objections to confirmation shall be
filed and served seven(7) days before confirmation hearing. March
11, 2019, is fixed as the last day for filing written acceptances
or rejections of the plan.
About GEA Seaside Investment Inc.
GEA Seaside Investment Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00800) on March
12, 2018. Judge Jerry A. Funk presides over the case.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of GEA Seaside Investment Inc. as of April 30,
according to a court docket.
GENESYS TELECOMMUNICATIONS: Bank Debt Trades at 2% Off
------------------------------------------------------
Participations in a syndicated loan under which Genesys
Telecommunications Laboratories is a borrower traded in the
secondary market at 97.56 cents-on-the-dollar during the week ended
Friday, January 18, 2019, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents a decrease of
1.16 percentage points from the previous week. Genesys
Telecommunications pays 350 basis points above LIBOR to borrow
under the $1.580 billion facility. The bank loan matures on
December 1, 2023. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
GIGAMON INC: Fitch Affirms B LT IDR, Outlook Stable
---------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating for
Gigamon, Inc. at 'B'. The Rating Outlook is Stable. Fitch has also
affirmed the 'BB-'/'RR2' rating for Gigamon's $50 million
first-lien secured revolver and $397 million first-lien secured
term loan, and the 'CCC+'/'RR6' for its $150 million second-lien
secured term loan.
KEY RATING DRIVERS
Market Leader: Gigamon is a market leader in the Network Packet
Broker (NPB) segment with over 35% market share, more than the
combined market share of the next two largest competitors. Since
2014, Gigamon's market position has strengthened and stabilized in
the past two years, with market share rising by approximately 10
percentage points during this period. Fitch believes the strength
in the company's market share since then demonstrates Gigamon's
focus and expertise in the NPB segment.
Limited Revenue Scale: Given the niche nature of NPB, Gigamon's
revenue scale is small relative to other IT networking and security
peers; this could lead to greater volatility in revenues and
profits. Furthermore, given the niche nature of the segment, Fitch
does not anticipate meaningful increase in scale through its
forecast period. Despite the small revenue scale, Gigamon has
historically maintained high renewal rates, which should provide
greater revenue visibility for the company.
Rising network complexity supports secular growth: Increasing
enterprise network complexity and data speeds are driving demand
for capabilities that enable full network traffic visibility.
Enterprise migration to hybrid cloud is adding additional
complexity in full visibility into the end-to-end network.
Gigamon's ability to provide visibility across both on-premise
networks and cloud infrastructure offers the capabilities required
by its enterprise customers. The company partners with network
infrastructure providers including network equipment, cloud
services, and network monitoring tools; the broad set of
partnerships offer compatibilities in wide-ranging enterprise
network environments.
Susceptible to Industry Cyclicality: Gigamon is susceptible to IT
security industry cycles as demonstrated by the deceleration in
revenue growth since 2016. Fitch believes the weakness may have
been a result of extraordinarily strong growth in the previous two
years coinciding with heightened IT security awareness that
propelled overall industry growth. Fitch views the current industry
environment as normal and a more realistic base for assessing
future growth potential. Nevertheless, Gigamon's narrowly focused
product expertise will continue to expose the company to industry
cyclicality.
High Leverage: Pro forma for cost savings since the LBO by
Evergreen Coast Capital Corp, Fitch estimates gross leverage to be
at 6.5x in 2018, in line with its peers in the 'B' rating category.
Fitch expects gross leverage to trend down towards 5.0x over the
rating horizon through continued EBTIDA growth. In addition to the
debt issuance, affiliates of Evergreen made an $839 million equity
contribution, representing over 50% of the company's capital
structure. Fitch believes this demonstrates Evergreen's commitment
and confidence in the industry and Gigamon.
DERIVATION SUMMARY
Fitch's ratings on Gigamon are supported by the company's leading
position in the NPB segment with over 35% market share, more than
the combined market share of the next two largest competitors; NPB
provides network traffic visibility for enterprises for management
of IT networks and security. While Fitch expects the increasing
complexity of enterprise networks will serve as the underlying
demand driver for the segment, the niche nature of the NPB segment
limits upside for Gigamon's revenue scale. Gigamon's focus on NPB
technologies and products, and the relatively small revenue scale
expose the company to the industry cyclicality that is inherent to
the IT security industry. Despite the cyclicality, Fitch believes
Gigamon's EBITDA margins will remain relatively stable given its
industry leadership.
Gigamon was acquired by Evergreen Coast Capital Corp. (Evergreen),
an affiliate of Elliot Management, in 2017 for $1.6 billion funded
with $550 million in term loans, equity contribution from
affiliates of Evergreen, and cash on the balance sheet. Fitch
estimates Gigamon's gross leverage in 2018 to be 6.5x, and
gradually approach 5x by 2020. Gigamon's industry leadership,
revenue scale, and leverage profile are consistent with the 'B'
rating category.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Revenue growth in the high single digits;
-- EBITDA margins approximately 27.5%;
-- Capex at approximately 3% of revenue;
-- No dividend payment through its forecast period;
-- FCF generated used for minor acquisitions.
Recovery analysis assumes a going-concern EBITDA that is
approximately 18% lower relative to LTM EBITDA assuming a
combination of revenue decline and margin compression in a distress
scenario when enterprise customers may elect to move to an
alternate supplier due to the uncertainties surrounding a
distressed supplier; the reduced scale would result in weaker
margins. Fitch applies a 6.5x multiple to arrive at an enterprise
value (EV) of $445 million. The multiple is higher than the median
Telecom, Media and Technology EV multiple but is in line with other
similar companies that exhibit strong FCF characteristics. In the
21st edition of Fitch's Bankruptcy Enterprise Values and Creditor
Recoveries case studies, Fitch noted nine past reorganizations in
the Technology sector with recovery multiples ranging from 2.6x to
10.8x. Of these companies, only three were in the Software sector:
Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent,
Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x,
respectively. Gigamon's operating profile is supportive of a
recovery multiple in the middle of this range.
Fitch assumes a fully drawn revolver in its recovery analysis.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
-- Gross leverage sustained below 5.5x;
-- FFO Adjusted Leverage sustained below 5.5x;
-- FCF margins sustained above 10%;
-- Organic revenue growth sustained near or above 5%.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
-- Gross leverage sustained above 7x;
-- FFO Adjusted Leverage sustained above 7x;
-- FCF margins sustained below 5%;
-- Organic revenue growth sustained near or below 0%.
LIQUIDITY
Solid Liquidity: Fitch expects the company's liquidity to remain
solid over the forecast period. Gigamon is expected to have
approximately $51 million of cash and cash equivalents at the end
of fiscal 2018, in addition to $50 million available under its
revolver. Fitch expects Gigamon's FCF to be negative in 2018 due to
one-time expenses but to expand toward $37 million or 9% of revenue
over the rating horizon.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Gigamon, Inc.
-- Long-Term IDR at 'B'; Outlook Stable;
-- $50 million first-lien secured revolving credit facility at
'BB-'/'RR2';
-- $397 million first-lien secured term loan at 'BB-'/'RR2';
-- $150 million second-lien secured term loan at 'CCC+'/'RR6'.
GOLD STAR: To Deposit $15,000 to Unsecured Claims Fund
------------------------------------------------------
Gold Star Capital L.L.C. and Heart Fire Capital, LLC, filed an
Amended Plan of Reorganization discussing the contributions to be
made to the unsecured claims fund.
Class 20 - General Unsecured Claims. Class 20 is impaired by this
Plan. Holders of allowed Class 20 claims will be paid a pro rata
share of distributions from the Unsecured Claim Fund until all
unsecured creditors are paid in full. So long as holders of Allowed
Class 20 claims are entitled to payments under the Plan, the
Reorganized Debtor must provide each holder of an allowed Class 20
Claim a reviewed annual financial statement prepared in accordance
with GAAP.
The Debtor must make the following contributions to the Unsecured
Claims Fund: On the Effective Date, the Reorganized Debtor must
deposit $15,000 into the Unsecured Claims Fund.
The not later than the last business day of each March 2020 and
subsequent years until Class 20 is paid in full, the Reorganized
Debtor must deposit the greater of $5,000 or 25% of Net
Distributable Profits from the preceding Calendar Year 2019, but if
holders of Class 20 equity interests have been paid distributions
equal to any capital paid into the Reorganized Debtor on or after
the Plan Effective Date plus and annualized return on investment of
15% per annum, then the Reorganized Debtor must deposit 75% of Net
Distributable Profits into the Unsecured Claims Fund.
Class 21 - Equity Interests. Class 21 consists of the equity
interests in the Debtors. Class 21 is impaired by this Plan.
Holders of allowed Class 21 Interests will receive nothing on
account of those interests unless such holder of a Class 21
Interest contributes cash, or the equivalent of cash, on the
Effective Date with a value sufficient to pay all required
effective date payments plus a working capital reserve sufficient
to pay 4 months regular mortgage and cure payments.
A full-text copy of the Disclosure Statement dated January 16,
2019, is available at https://tinyurl.com/yaod3ue3 from
PacerMonitor.com at no change.
About Gold Star Capital
Based in Tucson, Arizona, Gold Star Capital LLC is a real estate
lessor that owns in fee simple nine real properties located in
Tucson and Marana, Arizona, having an aggregated estimated value of
$984,149.
Gold Star filed for chapter 11 bankruptcy protection (Bankr. D
Ariz. Case No. 18-06129) on May 30, 2018, with total assets at
$989,649 and total liabilities at $1.73 million. The petition was
signed by Colin Reilly, manager.
Judge Brenda Moody Whinery presides over the case.
GRAY TELEVISION: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under which Gray Television
Inc. is a borrower traded in the secondary market at 97.65
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.99 percentage points from the
previous week. Gray Television pays 250 basis points above LIBOR to
borrow under the $556 million facility. The bank loan matures on
February 7, 2024. Moody's rates the loan 'Ba2' and Standard &
Poor's gave a 'BB' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 18.
GREEN PHARMACEUTICALS: May Use Cash Collateral Through Feb. 8
-------------------------------------------------------------
The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California has entered an order (i) authorizing
Green Pharmaceuticals, Inc. to use cash collateral through Feb. 8,
2019 on the terms specified in the Cash Collateral Order and the
budget; and (ii) continuing hearing on Debtor's Cash Collateral
Motion to Feb. 5, 2019 at 1:30 p.m.
On Dec. 24, 2018, the Court entered an Order authorizing the Debtor
to use cash collateral until Jan. 29, 2019 and setting a further
hearing for Jan. 29, 2019 at 1:30 p.m. on the use of cash
collateral on a final basis.
A copy of the Order is available at
http://bankrupt.com/misc/cacb18-12087-47.pdf
About Green Pharmaceuticals
Green Pharmaceuticals, Inc. -- https://www.snorestop.com/ -- is a
privately held company in Camarillo, California offering its
flagship brand SnoreStop, an easy-to-use sprays and tablets that
help people to experience a good night's sleep. SnoreStop the only
medically proven over-the-counter natural solution to snoring that
is not a device.
Green Pharmaceuticals, based in Camarillo, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-12087) on Dec. 19, 2018. In
the petition signed by Dominique De Rivel, president and CEO, the
Debtor disclosed $380,735 in assets and $3,951,007 in liabilities.
The Hon. Deborah J. Saltzman oversees the case. Steven R. Fox,
Esq., at The Fox Law Corporation, Inc., serves as bankruptcy
counsel.
HJH CONSULTING: Plan Outline OK'd; Plan Hearing Set for Feb. 20
---------------------------------------------------------------
Chief Bankruptcy Judge Ronald B. King issued an order approving The
HJH Consulting Group, Inc., US Tax Recovery Partners, LLC, and B2B
Prospecting's second amended disclosure statement.
A hearing on the confirmation of the Debtor's Second Amended Plan
of Reorganization will be held on the Feb. 20, 2019 at 10:00
a.m., in the United States Bankruptcy Court for the Western
District of Texas, San Antonio Division, Courtroom No. 1, Third
Floor, 615 E. Houston Street, San Antonio, Texas 78205.
Objections to confirmation of the second amended plan and ballots
accepting or rejecting the plan must be filed on or before the Feb.
13, 2019.
About HJH Consulting
Kerrville, Texas-based The HJH Consulting Group, Inc. d/b/a The
SALT Group -- http://www.thesaltgroup.com/-- is a consulting firm
specializing in operating cost and expense reduction reviews.
HJH and its affiliates US Tax Recovery Partners, LLC and B2B
Prospecting, LLC filed for Chapter 11 protection (Bankr. W.D. Tex.
Lead Case No. 18-50788) on April 2, 2018. In the petitions signed
by Harlan J. Hall, CEO, each Debtor listed assets of less than
$50,000, and liabilities ranging from $10 million to $50 million.
HMSW CPA: Proposes Plan to Merge With Bishop Sharp
--------------------------------------------------
HMSW CPA, P.L.L.C., and KSW CPA, P.C., propose a Combined Joint
Plan of Reorganization and accompanying Disclosure Statement that
is a plan of merger in accordance with Section 1123 of the
Bankruptcy Code which will transfer all tangible and intangible
property of KSW and HMSW to Bishop Sharp CPA, P.L.L.C.
The Debtors believe that their most cost-effective and financially
profitable strategy is for the Debtors be merged into Bishop Sharp
CPA, P.L.L.C., with Bishop Sharp being the sole surviving entity
and such that the Bishop Sharp continues to be afforded the
protection under the non-compete provisions owed by Danny G.
Simmons, CPA, and Simmons & Associates of North Texas, P.L.L.C.
(collectively, "Simmons").
This merger will provide additional revenue and reduced overhead by
eliminating duplicative costs of operations for all entities. By
way of example, HMSW has made arrangements with Bishop Sharp to
secure offices at a monthly cost of $6,500 per month compared to
its obligation to its former landlord to pay rent and overhead in
excess of $25,000 per month. Bishop Sharp's CEO, Richard E. Wylie,
Jr., has also agreed to act as guarantor of Plan payments to
certain Allowed Claims of creditors.
Class 5H - Any Allowed General Unsecured Claims against HMSW. On
the Distribution Date, each holder of an Allowed General Unsecured
Claim in Class 5H shall receive, in full and final satisfaction of
its Class 5H General Unsecured Claim, a Plan Unsecured Note in the
amount of its Allowed Class 5H General Unsecured Claim.
Class 5K - Any Allowed General Unsecured Claims against KSW. On the
Distribution Date, each holder of an Allowed General Unsecured
Claim in Class 5K shall receive, in full and final satisfaction of
its Class 5K General Unsecured Claim, a Plan Unsecured Note in the
amount of its Allowed Class 5K General Unsecured Claim.
Class 1H and Class 1K - Any Allowed Secured Claims of Ad Valorem
Taxing Authorities. Each holder of an Allowed Secured Claim in
Class 1H or 1K shall receive, on or before the Distribution Date,
a Plan Secured Note in the amount of the balance of its Allowed
Secured
Claim. Notwithstanding the foregoing, upon sale of the Collateral
securing an Allowed Class 1H or 1K Claim, such Allowed Class 1H or
1K Claim shall be paid in Cash, in full.
Class 2 - Any Allowed Secured Claims of David Hagen. On the
Distribution Date,
David Hagen shall receive, in full and final satisfaction of its
Class 2 Allowed Secured Claim, a Plan Secured Note in the amount of
his Allowed Secured Claim. David Hagen shall retain his Liens as
they existed on the Petition Date to secure the Plan Secured Note.
Class 3HA through 3HZ and Class 3KA through 3KZ - Any Allowed
Secured Claims
not Otherwise Classified. Each holder of a Allowed Secured Claim
against a Debtor, other than those classified in Class 1 or Class
2, shall receive on the Distribution Date in full and final
satisfaction of its Class 3 Allowed Secured Claim.
Class 4 - Any Allowed Priority Non-Tax Claims. Each holder of an
Allowed Priority Non-Tax Claim shall receive two Cash payments,
each in the amount of 50% of such holder’s Allowed Priority
Non-Tax Claim. Such payments shall be made on the Effective Date
and the first day of the sixth month following the Effective Date.
A full-text copy of the Disclosure Statement dated January 16,
2019, is available at https://tinyurl.com/ybn47yvk from
PacerMonitor.com at no charge.
About HMSW CPA, PLLC
HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public
accounting firm in Arlington, Texas. The company offers audit and
assurance, tax compliance, business advisory, accounting and
financial advisory services to small and medium size businesses. It
also provides a wide range of business services for companies
seeking to outsource payroll, transaction processing and basic
accounting functions.
HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the
petition signed by Cheree D. Bishop, president and manager, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities. The Hon. Mark X. Mullin presides over
the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC,
serves as bankruptcy counsel.
INPIXON: Completes Exchange Agreement with Noteholder
-----------------------------------------------------
Inpixon and a holder of that certain outstanding convertible
promissory note, issued on Nov. 17, 2017, with an outstanding
balance of $383,768, have entered into an exchange agreement,
pursuant to which the Company and the Note Holder agreed to (i)
partition a new convertible promissory note in the form of the
Original Note in the original principal amount equal to the
Remaining Balance and then cause the Remaining Balance to be
reduced by the Exchange Amount; and (ii) exchange the Partitioned
Note for the delivery of 172,869 shares of the Company's common
stock, par value $0.001 per share, at an effective price per
Exchange Share equal to $2.22. The Exchange was completed on Jan.
29, 2019. Following such partition of the Original Note, the
Original Note was deemed paid in full, was automatically deemed
canceled, and will not be reissued.
As of Jan. 29, 2019, the Company has issued and outstanding (i)
4,668,902 shares of Common Stock, which includes the issuance of
the Exchange Shares, (ii) 1 share of Series 4 Convertible Preferred
Stock which is convertible into 202 shares of Common Stock, and
(iii) 2,296 shares of Series 5 Convertible Preferred Stock which
are convertible into approximately 689,490 shares of Common Stock
(subject to rounding for fractional shares).
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises worldwide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).
Inpixon reported a net loss of $35.03 million for the year ended
Dec. 31, 2017, compared to a net loss of $27.50 million for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, Inpixon had $12.99
million in total assets, $3.96 million in total liabilities and
$9.02 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2017, citing that
the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
INVERSIONES CARIBE: Case Summary & 7 Unsecured Creditors
--------------------------------------------------------
Debtor: Inversiones Caribe Delta, Inc.
406 Dorado Beach East
Dorado, PR 00646
Business Description: Inversiones Caribe owns a parcel of land
located in Barrio Higuillar Dorado, Puerto
Rico having an appraised value of $6 million
and a commercial property in Ponce Puerto
Rico value at $1.40 million.
Chapter 11 Petition Date: January 29, 2019
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Case No.: 19-00388
Judge: Hon. Brian K. Tester
Debtor's Counsel: Carmen D. Conde Torres, Esq.
C. CONDE & ASSOC.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
E-mail: notices@condelaw.com
condecarmen@condelaw.com
Total Assets: $7,415,061
Total Liabilities: $3,619,549
The petition was signed by Carlos F. Muratti, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at:
http://bankrupt.com/misc/ksb19-00388.pdf
KANTIS ENTERPRISES: Seeks to Hire Linda Leali as Legal Counsel
--------------------------------------------------------------
Kantis Enterprises, LLC and Kantis Universal, LLC seek approval
from the U.S. Bankruptcy Court for the Southern District of Florida
to hire Linda Leali, P.A. as their legal counsel nunc pro tunc to
December 21, 2018.
The firm will provide these services:
a. advise the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
b. advise the Debtors regarding the conduct of their Chapter
11 cases;
c. attend meetings and negotiate with representatives of
creditors and other parties in interest;
d. prosecute actions on the Debtors' behalf and take other
necessary actions to protect their bankruptcy estates;
e. represent the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
f. advise the Debtors in connection with any potential sale of
their assets;
g. assist the Debtors in the negotiation and preparation of a
bankruptcy plan; and
h. provide other legal services related to the Debtors'
bankruptcy cases.
The firm's attorneys will be paid at these hourly rates:
Linda Leali, Esq. $400
Frank Eaton, Esq. $400
Alexis Garcia, Esq. $300
Associate $275
Frank Eaton, Esq., at Linda Leali, assured the court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
Linda Leali can be reached through:
Frank L. Eaton, Esq.
Linda Leali, P.A.
1600 South Federal Highway, Suite 900
Pompano Beach, FL 33062
Phone: 954-271-0009
Fax: 786-294-6671
Email: lleali@lealilaw.com
About Kantis Enterprises and
Kantis Universal
Kantis Enterprises, LLC and Kantis Universal, LLC are
privately-held limited liability companies in the office
administrative services industry. The companies are based in Palm
Beach, Florida.
Kantis Enterprises and Kantis Universal sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
18-19896)) on Aug. 15, 2018. At the time of the filing, Kantis
Enterprises estimated assets of less than $100,000 and liabilities
of $1 million to $10 million. Kantis Universal disclosed $1
million in assets and liabilities. Judge Mindy A. Mora presides
over the cases. Craig I. Kelley, Esq., at Kelley & Fulton, P.L.,
is the Debtors' counsel.
LANDING AT BRAINTREE: May Use Cash Collateral Until Feb. 28
-----------------------------------------------------------
The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Landing at Braintree, LLC's
use of Cash Collateral through Feb. 28, 2019 on an interim basis
pursuant to the terms and conditions as identified on the record at
the hearing and in the proposed order.
On or before Feb. 14, the Debtor will file a further Motion for Use
of Cash Collateral and the Court will hold a hearing on Feb. 26,
2019, at 10:30 a.m. Any and all objections will be filed by 4:30
p.m. on Feb. 22, 2019. In the event no objection is filed, the
Court may authorize use of cash collateral on a final basis until
further order of the Court and cancel the hearing on April 16,
2019.
Further, the Debtor is directed to file on a monthly basis a
reconciliation comparing projections and actual use of cash.
A copy of the Order is available at
http://bankrupt.com/misc/mab18-14159-41.pdf
About 10 Homestead Avenue
10 Homestead Avenue's principal assets are located at 10 Homestead
Avenue Quincy, MA 02169. Landing at Braintree's principal assets
are located at Units 125-139B, Commercial Street Braintree, MA
02184.
10 Homestead Avenue, LLC, and its affiliate Landing at Braintree,
LLC, filed voluntary petitions seeking relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr.
D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the
petitions signed by William T. Barry, manager, the Debtors
estimated $1 million to $10 million in assets and liabilities.
Judge Frank J. Bailey presides over Case No. 18-14158 while the
Hon. Christopher J. Panos presides over Case No. 18-14159.
The Ann Brennan Law Offices serves as the Debtors' counsel. The
Law Office of Lipman & White, is the special counsel.
LEGACY PIZZA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Legacy Pizza, LLC 19-40195
1015 Martha Berry Highway
Rome, GA 30165
Legacy Pizza Alabama, LLC 19-40196
2740 Zelda Road Suite 5B
Montgomery, AL 36106
Business Description: Legacy Pizza is a pizza restaurant chain
known for its made-to-order pizzas.
Chapter 11 Petition Date: January 29, 2019
Court: United States Bankruptcy Court
Northern District of Georgia (Rome)
Debtors' Counsel: Will B. Geer, Esq.
WIGGAM & GEER, LLC
Suite 1245
50 Hurt Plaza SE
Atlanta, GA 30303
Tel: (678) 587-8740
Fax: (404) 287-2767
Email: wgeer@wiggamgeer.com
Legacy Pizza, LLC's
Estimated Assets: $1 million to $10 million
Legacy Pizza, LLC's
Estimated Liabilities: $1 million to $10 million
Legacy Pizza Alabama's
Estimated Assets: $0 to $50,000
Legacy Pizza Alabama's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Kamran Kuran, managing member.
A full-text copy of Legacy Pizza, LLC's petition containing, among
other items, a list of the Debtor's five unsecured creditors is
available for free at:
http://bankrupt.com/misc/ganb19-40195.pdf
A full-text copy of Legacy Pizza Alabama's petition containing,
among other items, a list of the Debtor's 18 unsecured creditors is
available for free at:
http://bankrupt.com/misc/ganb19-40196.pdf
LONG BLOCKCHAIN: Cancels Reimbursement Agreement with Magnum
------------------------------------------------------------
Long Blockchain Corp. has entered into a letter agreement with
Magnum Vending Corp. and Philip Thomas pursuant to which the
parties mutually terminated a certain reimbursement agreement,
effective immediately.
On Nov. 23, 2015, Long Blockchain, at the time known as Long Island
Iced Tea Corp., entered into an expense reimbursement agreement
with Magnum and Mr. Thomas. Mr. Thomas was at the time the chief
executive officer and a director of the Company. Magnum was at the
time, and continues to be, managed by Mr. Thomas and certain of his
family members. The Reimbursement Agreement provided, among other
things, for the Company to reimburse Magnum for certain costs that
Magnum incurred to acquire specified vending machines, in exchange
for the Company obtaining the exclusive right to stock the
machines. The Reimbursement Agreement also provided that the
Company would purchase the products required to be displayed in the
machines from Magnum at cost.
Under the Termination Agreement, Magnum waived the right to receive
any amounts under the Reimbursement Agreement, whether or not
accrued as the date of termination, and Mr. Thomas waived the right
to receive repayment of an advance in the amount of $85,000. In
exchange, the Company transferred to Magnum certain products and
vehicles used in connection with the machines. The parties also
agreed to a mutual release of all claims related to the
Reimbursement Agreement or the advance.
About Long Blockchain Corp.
Headquartered in Hicksville, New York, Long Blockchain Corp. --
http://www.longblockchain.com/-- is focused on developing and
investing in globally scalable blockchain-based financial
technology solutions. It is dedicated to becoming a significant
participant in the evolution of blockchain technology that creates
long-term value for its shareholders and the global community by
investing in and developing businesses that are "on-chain".
Blockchain technology is fundamentally changing the way people and
businesses transact, and the Company will strive to be at the
forefront of this dynamic industry, actively pursuing
opportunities. Its wholly-owned subsidiary Long Island Brand
Beverages, LLC operates in the non-alcohol ready-to-drink segment
of the beverage industry under its flagship brand 'The Original
Long Island Brand Iced Tea'.
Long Blockchain incurred a net loss of $15.21 million in 2017 and a
net loss of $10.44 million in 2016. As of June 30, 2018, Long
Blockchain had $11.28 million in total assets, $3.68 million in
total liabilities, and $7.59 million in total stockholders'
equity.
Marcum LLP, the Company's auditor since 2014, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
LONG BLOCKCHAIN: Court Cavendish Has 55% Stake as of Jan. 18
------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Court Cavendish Ltd. disclosed that as of Jan. 18,
2019, it is the beneficial owner of 18,236,115 shares of common
stock, or approximately 55.0% of Long Blockchain Corp.'s
outstanding shares of Common Stock. Such beneficial ownership
includes 1,300,000 shares of Common Stock that are subject to
exercisable warrants and includes shares of Common Stock that may
be issued upon conversion of a credit facility assuming the
conversion date for the aggregate principal amount pursuant to the
Loans on the Maturity Date. Court Cavendish cannot convert any
portion of the New Warrants or the Facility to the extent that the
Issuer does not have a sufficient number of authorized shares of
Common Stock to satisfy such conversion or exercise. Court
Cavendish has sole voting and dispositive power over the shares
that it beneficially owns.
Dr. Chai Patel CBE FRCP is the controlling person of Court
Cavendish. Accordingly, he may be deemed to have voting and
dispositive power over the shares of Common Stock held by Court
Cavendish. Dr. Patel disclaims ownership of the Common Stock held
by Court Cavendish, except to the extent of his pecuniary
interest.
Second Amended Loan and Option Agreement
On Dec. 21, 2017, Court Cavendish entered into a Loan and Option
Agreement with the Issuer, pursuant to which Court Cavendish agreed
to make available to the Issuer a borrowing facility of an
aggregate of $2,000,000 with the option to increase this amount to
$4,000,000 if certain conditions were met. On Dec. 21, 2017, the
Issuer made an initial drawdown in the principal amount of $750,000
and issued to Court Cavendish three-year warrants to purchase
100,000 shares of Common Stock at a price of $3.00 per share.
On Dec. 26, 2017, the amount of the initial $750,000 drawdown under
the Facility, and accrued unpaid interest thereon, was converted
into 250,233 shares of Common Stock in accordance with the terms of
the Facility as in effect at such time.
On Jan. 15, 2018, the Issuer made a second drawdown under the
Facility in the principal amount of $750,000. On Jan. 30, 2018,
the Issuer made a third drawdown under the Loan and Option
Agreement in the principal amount of $500,000.
On May 4, 2018, Court Cavendish and the Issuer entered into an
Amended and Restated Loan and Option Agreement. Under the
Facility, Court Cavendish agreed to make available an additional
$1,500,000 borrowing facility, and the Issuer was given the option
to request additional availability of $500,000. The Issuer made a
drawdown on May 8, 2018 in the amount of $1,000,000. The Issuer
was required to pay to Court Cavendish a facility fee of 7% of the
First Extension amount, in cash or shares of Common Stock valued at
$0.40 per share, and the Issuer elected to pay the facility fee in
shares of Common Stock by issuing to Court Cavendish 262,500 shares
of Common Stock. Under the Restated Facility, the Issuer also
issued to Court Cavendish four-year warrants to purchase 1,200,000
shares of Common Stock at a price of $0.50 per share. The Issuer
agreed, upon each drawdown under the Second Extension, to issue a
warrant to purchase 0.8 shares of Common Stock per dollar of the
drawdown, such warrants to have an exercise price of $0.50 per
share.
On Jan. 18, 2019, Court Cavendish and the Issuer entered into a
Second Amended and Restated Loan and Option Agreement for the
Facility. The Issuer had previously borrowed $3 million under the
Facility, of which $2,250,000 of principal (plus accrued interest)
was outstanding as of immediately prior to entry into the Second
Restated Agreement, and $750,000 of principal plus accrued interest
had been converted into shares of the Issuer's Common Stock at a
price of $3.00 per share under the terms of the Facility as in
effect at the time of such conversion.
Upon entry into the Second Restated Agreement, $1,550,000 of
principal plus all accrued interest was converted into 12,723,382
shares of Common Stock, such that the average price for all shares
issued under the Facility (including the prior conversion and
certain fees previously paid in shares of the Issuer's Common
Stock) was $0.20 per share. In addition, the Issuer paid $40,000
to Court Cavendish to cover the costs of the negotiation and
execution of the Second Restated Agreement, which amount was added
to the principal outstanding under the Facility, for an aggregate
of $740,000 outstanding under the Facility immediately after entry
into the Second Restated Agreement.
Court Cavendish is not required to make any further extensions of
credit under the Facility. Interest on the principal under the
Facility will continue to accrue monthly at the rate of 12.5% per
annum and will be payable quarterly in cash or common stock valued
at $0.20 per share, at the Issuer's election. The Facility will
mature on Dec. 21, 2019. On the Maturity Date, all principal and
any accrued but unpaid interest will be due and payable in cash or
in shares of common stock valued at $0.20 per share, at Court
Cavendish's election. Court Cavendish also has the option,
exercisable at any time prior to the Maturity Date, to have any
principal and interest then outstanding converted into common stock
at a price of $0.20 per share. The Company may prepay the amounts
outstanding under the Facility at any time without premium or
penalty. The Issuer granted to Court Cavendish a security interest
in all of its assets in order to secure its obligations under the
Facility, pursuant to a security agreement with Court Cavendish,
dated Jan. 18, 2019.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/vkAslo
About Long Blockchain Corp.
Headquartered in Hicksville, New York, Long Blockchain Corp. --
http://www.longblockchain.com/-- is focused on developing and
investing in globally scalable blockchain-based financial
technology solutions. It is dedicated to becoming a significant
participant in the evolution of blockchain technology that creates
long-term value for its shareholders and the global community by
investing in and developing businesses that are "on-chain".
Blockchain technology is fundamentally changing the way people and
businesses transact, and the Company will strive to be at the
forefront of this dynamic industry, actively pursuing
opportunities. Its wholly-owned subsidiary Long Island Brand
Beverages, LLC operates in the non-alcohol ready-to-drink segment
of the beverage industry under its flagship brand 'The Original
Long Island Brand Iced Tea'.
Long Blockchain incurred a net loss of $15.21 million in 2017 and a
net loss of $10.44 million in 2016. As of June 30, 2018, Long
Blockchain had $11.28 million in total assets, $3.68 million in
total liabilities, and $7.59 million in total stockholders'
equity.
Marcum LLP, the Company's auditor since 2014, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
LOYSVILLE STRUCTURES: Seeks to Hire CGA Law Firm as Counsel
-----------------------------------------------------------
Loysville Structures seeks approval from the U.S. Bankruptcy Court
for the Middle District of Pennsylvania to hire CGA Law Firm as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm will charge these hourly fees:
Lawrence Young Attorney $360
Brent Diefenderfer Attorney $275
E. Haley Rohrbaugh Attorney $225
Christina Locondro Paralegal $120
Kenny Brayboy Paralegal $120
CGA received a retainer of $10,724 from the Debtor. Of this
amount, $9,007 was expended prior to the filing of the case while
$1,717 was used to pay the filing fee.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Lawrence V. Young, Esq.
135 North George Street
York, PA 17401
Phone: (717) 848-4900/717.718.7110
Fax: 717.843.9039
Email: lyoung@cgalaw.com
About Loysville Structures
Loysville Structures, a building contractor in Loysville,
Pennsylvania, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 19-00244) on Jan. 21, 2019. At the
time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million. The case is
assigned to Judge Henry W. Van Eck. CGA Law Firm is the Debtor's
legal counsel.
LUBY'S INC: Stockholders Elected 9 Directors
--------------------------------------------
Luby's, Inc. held its annual meeting of shareholders in Houston,
Texas on Jan. 25, 2019. As of Dec. 5, 2018, the record date for
the Annual Meeting, there were a total of 29,664,360 shares of
common stock of the Company outstanding and entitled to vote at the
Annual Meeting. At the Annual Meeting, 26,940,743 shares of Common
Stock were represented in person or by proxy and, therefore, a
quorum was present.
At the Annual Meeting, the shareholders of the Company:
(1) elected Gerald W. Bodzy, Judith Craven, Jill Griffin,
Gasper Mir, III, Christopher J. Pappas, Harris J. Pappas
and Twila M. Day as directors to serve for terms expiring
at the 2020 annual meeting of shareholders of the Company;
(2) ratified the appointment of Grant Thornton LLP as the
Company's independent registered public accountants for the
fiscal year ending Aug. 28, 2019;
(3) approved the advisory vote on the compensation of the
Company's named executive officers; and
(4) did not approve the amendment of the Company's Amended and
Restated Certificate of Incorporation to eliminate the
supermajority voting requirement for shareholders to remove
directors.
Approval of the Certificate Amendment Proposal required the
affirmative vote of the holders of 80% or more of the voting power
of the outstanding shares.
None of the four director candidates nominated by Bandera Master
Fund L.P. were elected. Frank Markantonis and Joe McKinney,
candidates nominated by the Board, each received less than a
majority of the votes cast at the Annual Meeting but more votes
than each director candidate of Bandera. Therefore, pursuant to
Section 141(b) of the Delaware General Corporation Law, Mr.
Markantonis and Mr. McKinney will remain directors of the Company
until successors for such directors are elected or until such
directors' earlier resignation or removal.
Contrary to what Bandera stated on its proxy card and in its proxy
statement filed with the SEC on Dec. 26, 2018, Bandera did not vote
the proxies it held for the Company's director candidates other
than Christopher J. Pappas, Harris J. Pappas, Frank Markantonis and
Gasper Mir, III, and instead only voted for its own director
candidates.
About Luby's
Houston, Texas- based Luby's, Inc. (NYSE: LUB) --
http://www.lubysinc.com/-- operates 140 restaurants nationally as
of Dec. 19, 2018: 82 Luby's Cafeterias, 57 Fuddruckers, one
Cheeseburger in Paradise restaurants. Luby's is the franchisor for
103 Fuddruckers franchise locations across the United States
(including Puerto Rico), Canada, Mexico, the Dominican Republic,
Panama, and Colombia. Luby's Culinary Contract Services provides
food service management to 30 sites consisting of healthcare,
corporate dining locations, and sports stadiums.
Luby's reported a net loss of $33.56 million for the year ended
Aug. 29, 2018, compared to a net loss of $23.26 million for the
year ended Aug. 30, 2017. As of Dec. 19, 2018, Luby's had $208.89
million in total assets, $100.83 million in total liabilities, and
$108.05 million in total shareholders' equity.
Grant Thornton LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Aug. 29, 2018, noting that the
Company sustained a net loss of approximately $33.6 million and net
cash used in operating activities of approximately $8.5 million.
The Company's term and revolving debt of approximately $39.5
million is due May 1, 2019. The Company was in default of certain
debt covenants of its term and revolving credit agreements maturing
on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the
existing events of default resulting from any breach of certain
financial covenants or the limitation on maintenance capital
expenditures, in each case that may have occurred during the period
from and including May 9, 2018 until Aug. 24, 2018, and any related
events of default. Additionally, the lenders agreed to waive the
requirements that the Company comply with certain financial
covenants until Dec. 31, 2018, at which time the Company will be in
default without an additional waiver or alternative financing.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.
LYFE TEA LLC: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------
Lyfe Tea, LLC, seeks interim authorization from the United States
Bankruptcy Court for the Middle District of Tennessee to allow use
of cash collateral, specifically, the cash on hand and the proceeds
for ordinary and necessary operating expenses of its business.
The Debtor requires the use of cash collateral to pay the actual,
necessary costs and expenses incurred in the ordinary course of its
business after the filing of the case and other administrative
expenses of this case, including professional fees and quarterly
fees due to the U.S. Trustee.
Advanced Merchant Services, LLC asserts a security interest and
lien upon the Debtor's cash collateral. The Debtor is not aware of
any other creditor claiming an interest in the cash collateral.
The Debtor asserts that it must continue to use cash collateral in
order to continue operations during the course of the case, which
continued operation is essential to maximize the value of the
Debtor's assets.
A copy of the Debtor's Motion is available at
http://bankrupt.com/misc/tnmb19-00137-8.pdf
About Lyfe Tea LLC
Lyfe Tea LLC filed a Chapter 11 petition (Bankr. M.D. Tenn. Case
No. 19-00137) on Jan. 10, 2019. The petition was signed by Angelia
Shockley, member manager. At the time of filing, the Debtor
estimated $100,001 to $500,000 in assets and $500,001 to $1 million
in liabilities. The Debtor is represented by Steven L. Lefkovitz
of Lefkovitz and Lefkovitz, PLLC.
MACTANZ INC: Seeks Conditional Approval of Disclosure Statement
---------------------------------------------------------------
Mactanz, Inc. filed a motion asking for conditional approval of its
disclosure statement referring to its chapter 11 plan.
The Debtor also asked the court to fix the deadline for filing
objections to the disclosure statement and the plan, and to set a
combined hearing on final approval of the disclosure statement and
confirmation of the plan.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/ybhj2vju from PacerMonitor.com at no charge.
About Mactanz Inc.
Mactanz, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Va. Case No. 18-71255) on Sept. 21, 2018. At the
time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million. Judge Paul M.
Black presides over the case.
MAREMONT CORP: Taps Donlin Recano as Claims Agent
-------------------------------------------------
Maremont Corporation received approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Donlin, Recano &
Company, Inc., as its claims and noticing agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Chapter 11 cases of the company and its affiliates.
Donlin's hourly rates for professional services are:
Executive Management No charge
Senior Bankruptcy Consultant $175
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Prior to the petition date, the Debtors provided the firm a
retainer of $25,000.
Nellwyn Voorhies, executive director of Donlin, disclosed in a
court filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Nellwyn Voorhies
Donlin, Recano & Company, Inc.
6201 15th Avenue,
Brooklyn, NY 11219
Phone: 212.481.1411
About Maremont Corp.
Maremont Corporation and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10118). The affiliated
debtors are Maremont Exhaust Products, Inc., AVM, Inc., and Former
Ride Control Operating Company, Inc.
Headquartered in Troy, Michigan, Maremont is a Delaware corporation
and wholly-owned subsidiary of Meritor, Inc., a public company
organized under the laws of the State of Indiana. Historically,
Maremont and its subsidiaries manufactured, distributed, and sold
aftermarket friction products. Certain of the products
manufactured and sold contained asbestos. However, Maremont and
its subsidiaries have not manufactured or sold any
asbestos-containing products since 1978. Maremont divested its
business lines over time. By 2013, the Debtors had ceased all
operations and divested all remaining operating assets.
Maremont estimated $10 million to $50 million in total assets and
$100 million to $500 million in liabilities as of the bankruptcy
filing.
The Debtors tapped Sidley Austin LLP as its legal counsel; Cole
Schotz P.C. as Delaware counsel; and Donlin, Recano & Company,
Inc., as claims and noticing agent.
MIDATECH PHARMA: Will Raise GBP 8-Mil. & Signs License Agreement
----------------------------------------------------------------
Further to Midatech Pharma's announcements made on Dec. 20, 2018
and Jan. 25, 2019 regarding a potential investment and licence
agreement with an Asian based strategic investor, the Company has
entered into conditional agreements to raise approximately GBP 8
million (before costs) by way of a subscription for new ordinary
shares in the Company at a price of 3.85 pence per share. The
Company also intends to raise further funds through a placing and
open offer on the same terms as the Proposed Subscription at the
Issue Price of 3.85 pence.
Conditional on completion of the Proposed Subscription, the Company
has entered into a licence agreement for the development and
commercialisation of the Group's pipeline of products in Greater
China and certain South East Asian countries. Pursuant to the
Licence Agreement, the licensees will be responsible for funding
the development and commercialisation of the Group's product in
these territories and, subject to certain milestones being
achieved, the Company will be eligible to receive regulatory and
sales based milestone payments as well as royalty payments.
Pursuant to the Proposed Subscription, CMS Medical Venture
Investment (HK) Limited and A&B (HK) Company Ltd have each
conditionally subscribed for 103,896,103 Units at the Issue Price,
with each Unit being defined as one new ordinary share in the
Company and one warrant to subscribe for one New Share at an
exercise price of 50 pence per warrant. The net proceeds of the
Proposed Subscription after costs relating to both the Proposed
Subscription and the Licence Agreement is expected to be
approximately GBP 7.4 million.
CMS Venture is a wholly owned subsidiary of China Medical System
Holdings Limited. CMS is a well-established, innovation-driven
specialty pharma with a focus on sales and marketing in China. CMS
is committed to offering competitive products and services to meet
China's unmet medical needs with a strong and professional sales
and marketing network as well as a promotion platform covering the
whole Chinese market. CMS is listed on the Hong Kong Stock
Exchange (HK:867) with a market capitalisation of approximately
HK$18.40 billion (c. GBP 1.797 billion) as at Jan. 28, 2019. The
CMS Group had revenues of RMB 5,348.8 million (c. GBP 600.2
million) in 2017 and approximately 2,800 promotional staff. A&B is
related to CMS by virtue of each of A&B and CMS having a common
ultimate shareholder, Mr. Lam Kong.
The Proposals are conditional on, amongst other things, the
Directors of the Company obtaining appropriate Shareholder
authorities at a General Meeting and Admission. The terms of the
Proposals also give rise to certain considerations under the
Takeover Code as a result of the proposed issue of shares and
warrants to CMS Venture and A&B. CMS, (including its subsidiary
CMS Venture), A&B and Mr. Lam Kong together comprise a concert
party. In the absence of any other equity being raised, including
any from the proposed placing and open offer, upon completion of
the Subscription, the Concert Party would have an aggregate
shareholding in the Company of approximately 77.3 per cent. of the
enlarged Share Capital. The issue of the Warrants to the
Subscribers would mean that, if exercised (and assuming no other
new Ordinary Shares are issued prior to any such exercise), the
Concert Party's aggregate shareholding would increase to up to
415,584,412 Ordinary Shares, representing up to 87.2 per cent. of
the then further enlarged share capital of the Company.
Accordingly, completion of the Subscription and the Licence
Agreement is also conditional on a waiver of Rule 9 of the Takeover
Code being permitted by the Takeover Panel, which would be subject
to the approval by the independent shareholders of the Company of a
waiver of any obligation of the Concert Party (or any of its
members) to make a mandatory general offer to the Company's
shareholders under Rule 9 of the Takeover Code upon issue of the
New Shares arising from the Subscription and upon exercise of the
Warrants granted to the Subscribers.
It is proposed that the general meeting to approve the Panel Waiver
and other resolutions in connection with the Proposed Subscription
will occur around the week commencing 18 February and admission of
the 207,792,206 New Shares to be issued upon completion to the
Subscribers to trading on AIM will occur shortly thereafter.
The Company intends to publish a circular setting out full details
of the Panel Waiver, further information on the Concert Party and
the Company together with notice of the general meeting as soon as
possible.
In the event that shareholder approval for the resolutions
described above is not forthcoming at a general meeting, neither
the Subscription or the Licence Agreement will proceed and the
Directors believe it is unlikely that the Company will be able to
continue as a going concern. The Company currently only has
sufficient working capital until approximately mid-March 2019.
Use of Proceeds and MTD201 study design
The proceeds of the Proposed Subscription will be used to provide
working capital to the Group. In particular the proceeds will
provide funding to allow the Group to continue to pursue further
development of the Company's lead product, MTD201 (Q-Octreotide),
which uses the Company's Q-Sphera sustained release platform to
formulate a long-acting delivery of octreotide for the treatment of
acromegaly and neuroendocrine tumours.
The leading product currently in the $2 billion octreotide market
is Sandostatin LAR ("SLAR") from Novartis, and pursuant to the
recent Phase I exploratory study conducted by the Company comparing
bioequivalence between MTD201 and SLAR in healthy human volunteers
which completed in August 2018, the Directors believe that MTD201
produces a safe and effective sustained delivery profile of
octreotide, with further advantageous characteristics compared to
SLAR, which the Directors believe supports the continued
development of a long-acting octreotide product alternative to SLAR
for treatment of these diseases.
In view of the distinct profile of MTD201 compared to SLAR, the
Company recently sought guidance from the United States Food and
Drug Administration on the study design and regulatory route for
MTD201 with regards to a pivotal trial. Taking into account the
regulatory feedback on study design and commercial considerations,
the pivotal trial for MTD201 is expected to be either a multi dose
study in healthy volunteers or a study in patients. Based on
external quotes received by the Company, the Directors believe
costs for these types of studies could be in the region of
approximately GBP 5 million to GBP 7 million (excluding the cost of
MTD201 production) with regulatory marketing authorisation
submissions currently planned for 2021 subject to successful
commercial scale-up of MTD201 manufacturing. The Company is
seeking further funding in the form of loans or grants to support
the manufacturing scale-up costs of MTD201 which are expected to be
approximately EUR 15 million in aggregate.
The Company is focused on seeking the quickest, most efficient and
potentially valuable route to market for MTD201. In view of this,
in addition to continuing discussions with the FDA, the Company is
seeking feedback on MTD201 trial design from the European Medicines
Agency. The future trial design will be subject to the customary
regulatory approvals and further announcements will be made in due
course.
Whilst the Company is still targeting commencement of a pivotal
trial for MTD201 in H2 2019, this remains subject to regulatory
approvals. Shareholders should note that the proceeds of the
Subscription alone (excluding any proceeds from the Proposed
Placing and Open Offer) will not provide sufficient funding to
enable the Company to complete a pivotal trial for MTD201 and may
not be sufficient to provide meaningful interim data from the
trial. In addition the net Subscription Proceeds will not be
sufficient to fund the manufacturing scale-up costs of MTD201.
The net Subscription Proceeds, excluding any proceeds from the
Proposed Placing and Open Offer, are expected to provide working
capital for the Group until Q4 2019 (i.e. less than 12 months).
Any additional funds received through the Proposed Placing and
Proposed Open Offer or potentially grant or loans received (subject
to any restrictions) will extend this cash runway. The Group will
also continue to explore opportunities for non-dilutive funding in
the form of licences with regards to MTD201, MTX110 and the
Company's technology platforms Q-Sphera, MidaCore and MidaSolve.
Subject to funding, the Directors believe that the next 18 months
will be key to unlocking the potential of Midatech's technology
platforms and product programmes. Clinical data is expected on
three programmes: for carcinoid cancer and acromegaly, brain
cancer, and the Group's autoimmune diabetes vaccine. Key expected
news flow is as follows:
* MTD201 for neuroendocrine tumours and acromegaly, based on
the Company's Q-Sphera technology:
- Following completion of the first in-human Phase I study
and receipt of FDA feedback, the Company is now in the
position to select and finalise the follow-on study design
which is planned to commence around mid 2019. Subject to a
successful outcome of the trial and successful scale-up of
manufacturing, the intention is to file an NDA in 2021;
- Further to confirmation in January 2019 of a regional
Basque government Gauzatu loan of EUR 1.5m (subject to
matched funding), the Company is in the process of applying
to the Spanish Government for a loan to further support the
Group's manufacturing scale-up capabilities. If
successful, it is expected that the loan will cover up to
75% of the manufacturing scale-up cost of approximately
EUR 15 million. The outcome of the loan application is
expected to be known around end of H1 2019.
* MTX110 for childhood brain cancer (DIPG) based on the Company's
MidaSolve technology:
- Interim data and readout of the Phase I safety component of
study is expected in 2019. This will also establish the
recommended dose (RP2D) to be used in the follow-on Phase II
efficacy component of the study programme, with the objective
of assessing overall survival after 12 months. The Phase II
component of the study is not covered by the net proceeds of
the Subscription.
MTD201 and MTX110 are expected to be the priority focus of the
Company for the next two years.
The focus of the Company is on the clinical programmes as outlined
above. Pending further funding, the Company may progress a reduced
pre-clinical research programme in its other pipeline programmes.
In addition, a further EU funded clinical consortium programme is
evaluating MTX102 for diabetes, and the Company commenced a Phase I
clinical study in 2016, with data expected H1 2019.
Proposed Placing and Proposed Open Offer
In addition to the Proposed Subscription, the Company will now seek
to raise additional working capital from institutional shareholders
at the Issue Price.
It is also intended that qualifying retail shareholders be able to
participate in a fundraise alongside the Proposed Placing and
Proposed Subscription by way of an open offer ("Proposed Open
Offer") at the Issue Price. All participants in the Proposed
Subscription, Proposed Placing and Proposed Open Offer would be
granted warrants over new ordinary shares at an exercise price of
50 pence per ordinary share.
Further announcements will be made in due course regarding the
Proposed Placing and Proposed Open Offer. Details of the Proposed
Placing and Proposed Offer, should they proceed, will be included
in the Circular.
Proposed Licence Agreement
Under the Licence Agreement entered into between the Company, CMS
Bridging Limited, CMS Medical Hong Kong Limited (both wholly owned
subsidiaries of CMS and together the "Licensees") and CMS, the
Company has agreed to license to the Licensees the exclusive right
to use its technology and its intellectual property rights and
information and data related to the Company's clinical and
pre-clinical assets, (including MTD201, MTX110 (subject to receipt
of consent from Novartis Pharma AG), MTX102, MTR103, MTD119 and
other products and line extensions of the Company which the Company
has decided will enter pre-clinical studies or clinical trials
within three years of the date of the Licence Agreement in mainland
China, Hong Kong, Macau and Taiwan. Subject to confirmation by CMS
Bridging and CMS HK once a regulatory approval is granted by the
FDA, the EMA or by one of the regulatory authorities in one of the
UK, France, Germany or Switzerland, the territories covered by the
Licence Agreement may be extended to certain other countries in
South East Asia selected by CMS.
Pursuant to the Licence Agreement, the Group intends to manufacture
and supply the licenced Products to the Licensees, who will be
responsible for developing and commercialising these assets in the
CMS Territory with a right to manufacture them if the Company
cannot or does not wish to supply the Products to CMS or its
licensees.
The Company will earn a manufacturing margin in the low
double-digit percentage range in respect of the Products it
supplies to CMS. In addition, the Company will be eligible to
receive regulatory milestone payments for each Product (six to
seven figure US Dollar amounts upon grant of applicable marketing
authorizations in EU, the US, or the UK, France, Germany or
Switzerland and China) and cumulative sales based milestone
payments (in seven and potentially eight figure amounts). A low
double digit royalty rate has been agreed for the Products with the
exception of MTX110 which will attract a net single digit royalty
to the Group to reflect that an additional royalty will be payable
to Novartis for use of panobinostat, the active compound in MTX110.
Milestone and royalty payments are not expected before 2021/2022.
The Board believes that this partnership with the Licensees has the
potential to accelerate the development of the Company's assets in
the CMS Territory with a high quality, expert partner with
demonstrable development and significant sales expertise, whilst
permitting the Company to retain its focus on its main target
markets in the US and the EU and potentially to service the rest of
the world.
The Licence Agreement will come in effect on Admission and
accordingly, the licence granted to the Licensees is conditional
upon, inter alia, the Panel Waiver being approved by the
independent Shareholders and completion of the Proposed
Subscription.
Further, the Company has agreed to permit the Licensees to identify
their own product and line extension targets in respect of which,
if agreed by the Company, the Company will carry out initial
development and will, for a technology transfer fee (the amount of
which will be dependent on the circumstances), transfer the
specific program know-how and data to enable such Licensees to
continue to develop using the Company's platform technologies and
then to manufacture and/or commercialise in the CMS Territory. The
Company will receive a low single digit royalty on the net sales in
the CMS Territory. The Licensee will own any intellectual property
rights it creates and any data it collects during the development
process and will license such rights and data to the Company for
the purposes of manufacturing the products in question and also to
commercialise the products outside the CMS Territory for which the
Company will pay the Licensees a low double digit royalty.
The Proposed Subscription, Warrants, Lock-in, Relationship
agreement
The Proposed Subscription comprises subscriptions of Units by A&B
and CMS Venture at the Issue Price for in aggregate GBP 8 million
(GBP EUR 4 million each) through the issue of 207,792,206 New
Shares in aggregate and warrants over a further 207,792,206 New
Shares. The Subscription Shares will represent approximately 340
per cent. of the existing ordinary shares in issue and 77.3 per
cent. of the enlarged share capital (excluding the Proposed Placing
and Proposed Open Offer or exercise of the Warrants).
Completion of the Proposed Subscription is conditional on, inter
alia, publication of a circular in connection with the Panel Waiver
and shareholder approval.
When issued, the Subscription Shares will be fully paid and will
rank pari passu in all respects with the existing ordinary shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Each Warrant grants the right to subscribe for one New Share at 50
pence exercisable during the period from the date commencing six
months after Admission and to the third anniversary of Admission.
The Warrants will not be admitted to trading on AIM.
The Subscription Shares and Warrants that may be offered have not
been and will not be registered under the Securities Act of 1933,
as amended, or any state securities laws and, unless so registered,
may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Subscription Shares and Warrants are
being offered only to non-U.S. persons (as such term is defined in
Regulation S under the Securities Act) in transactions outside the
United States in reliance on Regulation S under the Securities
Act.
Lock-in arrangements and relationship agreement
CMS Venture and A&B have each entered into lock-in and orderly
market agreements with the Company and Panmure Gordon, pursuant to
which the Subscribers have undertaken to the Company and Panmure
Gordon (subject to certain limited exceptions including disposals
by way of acceptance of a recommended takeover offer for the entire
issued share capital of the Company), not to dispose of the
Subscriber Shares held by them following Admission or any other
securities in exchange for or convertible into, or substantially
similar to, New Shares (or any interest in them or in respect of
them) at any time prior to the twelve month anniversary of
Admission.
Furthermore, the Subscribers have also undertaken to the Company
and Panmure Gordon not to dispose of their New Shares for a further
twelve months following the expiry of such period otherwise than
through the Company's broker (on a best execution only basis) with
a view to maintaining an orderly market.
The Subscribers have entered into a relationship agreement with the
Company to take effect on or around the date of Admission, pursuant
to which all transactions and arrangements between the Company and
the Concert Party members will be at arm's length and on normal
commercial terms. Further details of the relationship agreement
will be included in the Circular.
Proposed non-executive Director
Pursuant to the Subscription, A&B is entitled to nominate a
non-executive director to the Board of the Company and a Board
observer for so long as A&B shall hold in excess of 10 per cent. of
the issued share capital of the Company. It is intended that Dr.
Huaizheng Peng (a director of CMS Venture and the Chief Executive
Officer of A&B) will be appointed as a non-executive director of
the Company following completion of the Proposed Subscription.
Dr. Peng is general manager of International Operations at CMS and
director of CMS Venture. Dr. Peng joined CMS in 2011 as a General
Manager of International Operations. His current responsibilities
at CMS include pharmaceutical asset acquisition, product licensing,
international business development, outbound investment and asset
management. Prior to 2011, Dr. Peng previously served as a
non-executive director of CMS for three years. Prior to joining
CMS, Dr. Peng worked in London as a partner of Northland Bancorp, a
private equity firm, and before that, as the head of life sciences
and a director of corporate finance at Seymour Pierce, an
investment bank and stockbroker. He also served as a non-executive
director to China Medstar, a medical device company, while it was
listed on AIM. Earlier in his career, Dr. Peng was a senior
portfolio manager, specialising in global life science and Asian
technology investment at Reabourne Technology Investment Management
Limited.
Dr. Peng received his Bachelor's degree in medicine from Hunan
Medical College (now Central South University Xiangya School of
Medicine) in Changsha, Hunan Province, China and he subsequently
obtained a Master's degree in medicine from Hunan Medical College.
Dr. Peng was awarded his PhD in molecular pathology from University
College London (UCL) Medical School, London UK, where he
subsequently practiced as a clinical lecturer in the Department of
Histopathology.
The following information is disclosed pursuant to Schedule Two
paragraph (g) of the AIM Rules for Companies. Dr. Huaizheng Peng,
aged 55, is or has been a director / partner of the following
companies / partnerships during the previous five years preceding
the date of this announcement:
Current directorships Past directorships
Neurelis Faron Pharmaceuticals Oy
Destiny Pharma NavaMedic
Blueberry Therapeutics Limited
Acticor Biopharma
Helius Medical Technologies
Cambridge United China Collaborations Limited
Subsidiaries of CMS:
CMS Pharma
Bridging Pharma Ltd (UK and CH)
TopRidge Pharma (IE and HK)
CMS Medical Venture Investments Limited
Dr. Peng has no beneficial interest in the ordinary shares of the
Company.
For more information, please contact:
Midatech Pharma PLC
Craig Cook, CEO
+44 (0)1235 888300
Panmure Gordon (UK) Limited (Nominated Adviser and Broker)
Corporate finance: Freddy Crossley / Emma Earl
Corporate broking: James Stearns
+44 (0)20 7886 2500
Consilium Strategic Communications (Financial PR)
Mary Jane Elliott / Nicholas Brown / Angela Gray
+44 (0)20 3709 5700
midatech@consilium-comms.com
Westwicke Partners (US Investor Relations)
Chris Brinzey
+1 339 970 2843
chris.brinzey@westwicke.com
About Midatech Pharma
Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an
international specialty pharmaceutical company focused on the
research and development of a pipeline of medicines for oncology
and immunotherapy. The Company is developing a range of improved
chemo-therapeutics or new immuno-therapeutics, using its three
proprietary platform drug delivery technologies, all of which are
in the clinic. Midatech is headquartered in Oxfordshire, with an
R&D facility in Cardiff and a manufacturing operation in Bilbao,
Spain.
The report from the Company's independent accounting firm BDO LLP,
in Reading, United Kingdom, the Company's auditor since 2014, on
the consolidated financial statements for the year ended Dec. 31,
2017, includes an explanatory paragraph stating that the Company
has suffered recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
Midatech reported a loss before tax of GBP17.32 million in 2017
following a loss before tax of GBP29.32 million in 2016. As of
Dec. 31, 2017, Midatech had GBP$49.22 million in total assets,
GBP14.54 million in total liabilities and GBP34.67 million in total
equity.
MISYS PLC: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which Misys Plc is a
borrower traded in the secondary market at 96.50
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.33 percentage points from the
previous week. Misys Plc pays 350 basis points above LIBOR to
borrow under the $3.582 billion facility. The bank loan matures on
April 28, 2024. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
Misys is one of the world's largest independent applications
software products groups and the UK's biggest. Its main activities
include selling software solutions to banks, transaction processing
and claims administration for physicians in the U.S., systems for
insurance brokers in the U.K., and administrative and compliance
services for Independent Financial Advisors, or IFs. It's
corporate address is London, United Kingdom.
MITCHELL INTERNATIONAL: Bank Debt Trades at 4% Off
--------------------------------------------------
Participations in a syndicated loan under which Mitchell
International Inc. is a borrower traded in the secondary market at
96.13 cents-on-the-dollar during the week ended Friday, January 18,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.99 percentage points from
the previous week. Mitchell International pays 325 basis points
above LIBOR to borrow under the $75 million facility. The bank loan
matures on November 30, 2024. Moody's withdraw the rating of the
loan and Standard & Poor's gave a 'B-' rating to the loan. The loan
is one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, January 18.
MODA INGLESIDE: Bank Debt Trades at 2% Off
------------------------------------------
Participations in a syndicated loan under which Moda Ingleside
Energy Center LLC is a borrower traded in the secondary market at
97.83 cents-on-the-dollar during the week ended Friday, January 18,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 2.98 percentage points from
the previous week. Moda Ingleside pays 325 basis points above LIBOR
to borrow under the $300 million facility. The bank loan matures on
September 28, 2025. Moody's rates the loan 'B1' and Standard &
Poor's gave a 'BB+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 18.
MONITRONICS INTERNATIONAL: Bank Debt Trades at 13% Off
------------------------------------------------------
Participations in a syndicated loan under which Monitronics
International Inc. is a borrower traded in the secondary market at
86.75 cents-on-the-dollar during the week ended Friday, January 18,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.07 percentage points from
the previous week. Monitronics International pays 550 basis points
above LIBOR to borrow under the $1.10 billion facility. The bank
loan matures on September 30, 2022. Moody's rates the loan 'Caa1'
and Standard & Poor's gave a 'CC' rating to the loan. The loan is
one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, January 18.
NEOVASC INC: Successfully Completes TIARA-II Phase 1 Requirements
-----------------------------------------------------------------
Neovasc Inc. has completed the Phase 1 requirements of the TIARA-II
study required by the bi-phasic study design in both Germany and
the United Kingdom and has received approval to proceed with Phase
2 of the TIARA-II study for its Tiara transcatheter mitral valve
replacement device. This approval comes following Clinical Events
Committee adjudication of adverse events, Data and Safety
Monitoring Board review of the data, and Governmental regulatory
and ethics committees reviews of the interim clinical report
provided for 20 implanted subjects. This approval will allow the
TIARA-II study to proceed in these geographies with no
restrictions.
The TIARA-II study is an international, multicenter, single-arm,
prospective, non-randomized, safety and performance clinical study.
The total enrollment goal for the study in all geographies is 115
implanted subjects.
"The Neovasc team is excited about the positive news from the
governmental healthcare authorities in Germany and the UK, as well
as from the independent ethics committees in both countries. After
their review of the submitted, detailed results of the first 20
Tiara implants, we received all required approvals to continue this
TIARA-II clinical study into the second and final phase of full
enrollment, without further restrictions," commented Fred Colen,
Neovasc's president and chief executive officer.
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.
Neovasc reported a net loss of US$22.91 million for the year ended
Dec. 31, 2017, compared to a net loss of US$86.49 million for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had
US$17.37 million in total assets, US$32.06 million in total
liabilities, and a total deficit of US$14.69 million.
Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended Dec. 31, 2017, and, as of
that date, the Company's consolidated current liabilities exceeded
its current assets by US$6.06 million. The auditors said these
conditions, along with other matters, indicate the existence of a
material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.
OAKFABCO INC: March 28 Plan Confirmation Hearing
------------------------------------------------
The Bankruptcy Court has approved the amended disclosure statement
explaining the Second Amended Plan of Liquidation proposed by
Oakfabco, Inc.
Ballots/Acceptance or Rejection to Plan are due by March 11.
Objections to Confirmation are due by March 13.
The confirmation hearing will be held on March 28, 2019 at 10:30
AM.
Class 3: General Unsecured Claims are impaired. Allowed Claims of
General Unsecured creditors other than Asbestos PI Claims are
estimated to total approximately $280,000. Holders of Allowed
Class 3 General Unsecured Claims shall receive a distribution from
the Debtor of their pro rata shares of the General Unsecured Fund
of $100,000 on account of their Claims.
Class 4: Asbestos PI Claims are impaired. Class 4 includes Oakfabco
Asbestos PI Claims, most of which have not been liquidated, as well
as Indirect Asbestos PI Claims, Derivative Liability Asbestos PI
Claims and Direct Action Claims. All Asbestos PI Claims will be
liquidated according to the Plan and Trust Distribution
Procedures. Holders of Allowed Asbestos PI Claims shall receive a
distribution on their Claims in the amounts to be determined by the
Liquidating Trust through the application of Trust Distribution
Procedures.
Class 5: Interests are impaired. All outstanding Interests shall be
cancelled on the Effective Date.
Funding of the Liquidating Trust. On the Effective Date, the Debtor
will transfer the Trust Assets to the Liquidating Trust. The Trust
Assets shall include, without limitation: Excess Cash; all rights
under Approved Asbestos Insurance Settlement Agreements; the
Asbestos Insurance Rights; and the Qualified Settlement Fund. The
assets in the Liquidating Trust shall be administered for the
benefit of the Holders of Asbestos PI Claims.
The United States Trustee formed an official Committee of Asbestos
Claimants (the "Asbestos Claimants Committee"). The Asbestos
Claimants Committee hired the law firm of Frank Gecker LLP as its
counsel. It also engaged R.M. Fields as its insurance archeologist,
Colin Gray as its insurance erosion specialist, and Dennis Connolly
as a testifying expert on insurance issues. Section 11.5 of the
Plan provides that the Asbestos Claimants Committee shall continue
in existence after the Confirmation Date and until the Effective
Date, with the Debtor to pay the fees and expenses of the Asbestos
Claimants Committee and its counsel through the Effective Date in
such amounts as approved by the Bankruptcy Court. Upon the
Effective Date, the Asbestos Claimants Committee shall be
dissolved, and the members, attorneys, and other Professionals of
that committee shall be released and discharged of and from all
further authority, duties, responsibilities, liabilities and
obligations related to, or arising from, their service on or to the
Asbestos Claimants Committee in the Chapter 11 Case.
A full-text copy of the Amended Disclosure Statement dated January
14, 2019, is available at:
http://bankrupt.com/misc/ilnb19-1527062-770.pdf
About Oakfabco, Inc.
Oakfabco, Inc, formerly known as Kewanee Boiler Corporation, has
not manufactured boilers since 1988 when it sold its Kewanee boiler
business in an 11 U.S.C. Section 363 sale to Coppus Engineering
Corporation. In early 2009, it sold all of its remaining assets.
The Debtor has no employees, and, Frederick W. Stein is the
Debtor's sole officer and director. The Debtor's sole remaining
asset is its insurance, and it has no known liabilities other than
asbestos claims.
In January 1970, Kewanee Boiler Corp, then a newly-formed Illinois
Corporation, acquired the assets and debt of American Standard,
Inc.'s commercial boiler manufacturing division known as "Kewanee
Boiler." The boilers manufactured and sold by Kewanee Boiler were
insulated with asbestos.
Oakfabco sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
16-27062) on Aug. 7, 2015, to resolve its remaining asbestos
claims. The petition was signed by Frederick W. Stein, president.
Stephen T. Bobo, Esq., Aaron B. Chapin, Esq., Paul M. Singer, Esq.,
Luke A. Sizemore, Esq., and Joseph D. Filloy, Esq., at Reed Smith
LLP, serves as counsel to the Debtor.
The Debtor estimated $10 million to $50 million in assets and
debt.
The U.S. Trustee for Region 11 appointed four members to the
Asbestos Claimants' Committee in the Chapter 11 bankruptcy case of
Oakfabco Inc.: Vince Holajn, William E. Gallet, Kristin Leigh Hart,
and Michael Batchelor. The Asbestos Claimants' Committee is
represented by Frances Gecker, Esq., at FrankGecker LLP.
The Debtor tapped Logan & Company, Inc. as its claims and noticing
agent, and Alan D. Lasko and Associates, P.C. as its tax
accountant.
The Asbestos Claimants' Committee retained Henry Booth and Colin
Gray to provide insurance professional services.
ORCHIDS PAPER: Obtains Waiver of Debt Covenant Noncompliance
------------------------------------------------------------
Orchids Paper Products Company has entered into Amendment No. 11 to
its Second Amended and Restated Credit Agreement dated June 25,
2015 by and among the Company, Black Diamond Commercial Finance,
L.L.C., as successor to U.S. Bank National Association, and Orchids
Investment LLC, as successor to the lenders.
The Credit Agreement Amendment, among other things:
(i) waives any existing non-compliance by the Company with any
covenant under the Credit Agreement;
(ii) sets the commitment fee rate at 3.55% and the base rate at
13.5%, in each case regardless of the then-current Leverage
Ratio (as defined in the Credit Agreement), and provides
that all outstanding loans under the Credit Agreement shall
be converted to, and any revolving loans made in the future
shall, bear interest at the base rate;
(iii) defers future interest and principal payments until May 1,
2019;
(iv) extends until March 1, 2019 the deadline for the Company to
deliver either (a) an executed purchase agreement for the
sale of the Company's equity or assets or (b) a binding
commitment from institutional lenders to refinance the
Company's debt obligations, in either case in an amount
sufficient to repay the Company's debt obligations to its
existing lenders in full, and extends until May 1, 2019 the
deadline for the Company to consummate such transaction;
(v) eliminates the obligation of the Lender to issue any
letters of credit to the Company;
(vi) provides that the Company will not permit Net Cash Flow (as
defined in the Credit Agreement) for any week to be more
than 10% less than the projected Net Cash Flow as set forth
in the cash flow forecast that includes such week; and
(vii) amends certain reporting and forecast requirements.
The Company gives no assurance that it will be able to consummate
any sale, transaction, or refinancing on terms that are
satisfactory to it, or at all.
Fees of approximately $1.9 million will be paid to the lenders and
administrative agent in connection with the Credit Agreement
Amendment and the NMTC Loan Agreement.
In conjunction with the Credit Agreement Amendment, on Jan. 25,
2019 the Company also amended the loan agreement by and among the
Company's wholly owned subsidiaries and certain Community
Development Financial Institutions relating to the Company's
participation in the New Market Tax Credits program of the Internal
Revenue Code in order to align the NMTC Loan Agreement with the
Credit Agreement. The amendment to the NMTC Loan Agreement
incorporated the same substantive changes as the Credit Agreement
Amendment.
About Orchids Paper
Headquartered in Pryor, Oklahoma, Orchids Paper Products Company --
http://www.orchidspaper.com-- is a national supplier of consumer
tissue products primarily serving the at home private label
consumer market. The Company produces a full line of tissue
products, including paper towels, bathroom tissue and paper
napkins, to serve the value through ultra-premium quality market
segments from its operations in northeast Oklahoma, Barnwell, South
Carolina and Mexicali, Mexico. The Company provides these products
primarily to retail chains throughout the United States.
In its Quarterly Report on Form 10-Q for the period ended Sept. 30,
2018, the Company stated: "The Company has been subject to adverse
conditions that raise substantial doubt about the Company's ability
to continue as a going concern for one year following the issuance
of these unaudited interim financial statements, including negative
financial trends, specifically operating losses, working capital
deficiency, and other adverse key financial ratios; the Company's
covenant defaults under the Credit Agreement; and its inability to
meet the requirements established by the milestone dates.
Additionally, the impacts of unfavorable industry conditions and
significant debt service requirements on the Company's financial
position, results of operations, and cash flows give rise to
substantial doubt about the Company's ability to pay its
obligations as they come due. In consideration of the substantial
amount of long-term debt outstanding ... and the aforementioned
unfavorable industry conditions and covenant defaults which
required waivers or amendments to cure, the Company has engaged
advisors to assist with the evaluation, negotiation, and
consummation of strategic alternatives, which may include, but are
not limited, seeking a restructuring, amendment or refinancing of
existing debt through a private restructuring, a sale of a portion
or all of the Company or its assets, or reorganization under
Chapter 11 of the Bankruptcy Code. However, there can be no
assurances that the Company will be able to successfully
restructure its indebtedness, improve its financial position or
complete any strategic transactions. As a result of these
uncertainties and the likelihood of a restructuring or
reorganization, management has concluded that there is substantial
doubt regarding the Company's ability to continue as a going
concern.
"The Company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its
obligations, to obtain additional financing, renegotiate the terms
of existing financing obligations and ultimately to attain
successful operations. The ability to successfully achieve those
items is uncertain."
On Nov. 20, 2018, the Company executed modifications to its credit
facilities to increase the amount available under its revolving
line of credit by $5.9 million and to defer future principal and
interest payments to Dec. 31, 2018. In addition, the amended
agreement extends the milestone dates to execute a transaction to
Dec. 31, 2018.
PALMETTO BRUSH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Palmetto Brush Control, LLC
1943 N Irby St
Florence, SC 29501
Business Description: Palmetto Brush Control is a locally owned
and operated company that provides brush,
undergrowth cutting, and land clearing and
development services.
Chapter 11 Petition Date: January 29, 2019
Court: United States Bankruptcy Court
District of South Carolina (Columbia)
Case No.: 19-00514
Judge: Hon. David R. Duncan
Debtor's Counsel: Reid B. Smith, Esq.
BIRD & SMITH, PA
1712 Saint Julian Place, Suite 102
Columbia, SC 29204
Tel: 803-779-2255
Fax: 803-799-3131
E-mail: rsmith@birdsmithlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brannon J. Turbeville, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/scb19-00514.pdf
PARKDEAN HOLIDAYS: Bank Debt Trades at 9% Off
---------------------------------------------
Participations in a syndicated loan under which Parkdean Holidays
Plc is a borrower traded in the secondary market at 91.25
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.07 percentage points from the
previous week. Parkdean Holidays pays 425 basis points above LIBOR
to borrow under the $575 million facility. The bank loan matures on
March 6, 2024. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
Parkdean Holidays plc is a holiday park operator in the United
Kingdom.
PERTL RANCH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Pertl Ranch Feeders, LLC 19-10130
20320 Mellard Road
Lucas, KS 67648
Pertl Ranch, LLC 19-10131
aka Pertl Farm
20320 Mellard Road
Lucas, KS 67648
Business Description: Pertl Ranch -- https://pertlranch.com --
is a privately held company in Hays, Kansas
in the cattle ranching and farming business.
The Company provides cattle feeding services
utilizing homegrown hay and local grain
sourcing to help keep feed costs low and
quality high. Pertl Ranch also offers
custom hay, custom planting, and farm
management services.
Chapter 11 Petition Date: January 29, 2019
Court: United States Bankruptcy Court
District of Kansas (Wichita)
Judge: Hon. Robert E. Nugent
Debtors' Counsel: David P. Eron, Esq.
ERON LAW, P.A.
229 E. William, Suite 100
Wichita, KS 67202
Tel: 316-262-5500
Fax: 316-262-5559
Email: david@eronlaw.net
Pertl Ranch Feeders'
Estimated Assets: $1 million to $10 million
Pertl Ranch Feeders'
Estimated Liabilities: $10 million to $50 million
Pertl Ranch, LLC's
Estimated Assets: $10 million to $50 million
Pertl Ranch, LLC's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by William Shane Pertl, member manager.
The full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/ksb19-10130.pdf
http://bankrupt.com/misc/ksb19-10132.pdf
A. List of Pertl Ranch Feeders' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Banner Administration Business Goods $273,180
co Greensfelder Hemker Gale or Services
10 S Broadway Suite 2000
St Louis MO 63102
Internal Revenue Service Taxes $114,758
PO Box 7346
Philadelphia PA 19101-7346
M and D Excavating Inc. Business Goods $61,362
1736 230th Ave or Services
Hays KS 67601
Nadine Lee Loan $50,000
402 Thoman Road
Sylvan Grove KS 67481
Team Marketing Alliance Business Goods $44,667
307 Cole St or Services
Moundridge KS 67107
Blattner Feedlot Business Goods $34,204
Construction or Services
PO Box 203
Cimarron KS 67835
MWI Animal Health Business Goods $30,236
3041 W Pasadena Dr or Services
Boise ID 83705
Biegert Feeds Business Goods $27,494
11347 Buisness Park Circle or Services
Firestone CO 80504
Van Osdol PC Business Goods $23,377
1000 Walnut Street Suite 1500 or Services
Kansas City MO 64106
Quality Feeds Business Goods $23,032
HWY 23 North or Services
PO BOX 240
Dodgeville WI 53533
Advanced AgriDirect Business Goods $22,200
710 West 26th St or Services
York NE 68467-9631
Pat Coon Business Goods $18,000
40075 O Road or Services
Ellis KS 67637
Lyle Russell Business Goods $17,269
1017 210th Ave or Services
Hays KS 67601
Kansas Livestock Business Goods $13,671
Association or Services
6031 SW 37th Street
Topeka KS 66614
Foley Business Goods $13,500
701 E 10th St or Services
Great Bend KS 67530
John Deere Financial Business Goods $10,000
6400 NW 86th St or Services
Johnston IA 50131
Dreiling Field Service Business Goods $9,607
1715 E 10th or Services
Hays KS 67601
United Bio Energy Business Goods $9,600
101 N Ridge Rd suite 7 or Services
Wichita KS 67212
Russell Vet Service Business Goods $9,176
904 S Fossil St or Services
Russell KS 67665
Reif Welding & Business Goods $6,591
Construction LLC or Services
2850 Hwy 183
PO Drawer J
Plainville KS 67663
B. List of Pertl Ranch, LLC's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Banner Administration Business Goods $273,180
co Greensfelder Hemker Gale or Services
10 S Broadway Suite 2000
St Louis MO 63102
Nadine Lee Loan $50,000
402 Thoman Road
Sylvan Grove KS 67481
Blattner Feedlot Business Goods $34,204
Construction or Services
PO Box 203
Cimarron KS 67835
Van Osdol PC Business Goods $23,377
1000 Walnut Street Suite 1500 or Services
Kansas City MO 64106
Quality Feeds Business Goods $23,032
HWY 23 North or Services
PO BOX 240
Dodgeville WI 53533
Beaver Grain Business Goods $18,106
1905 Main St or Services
Beaver KS 67525
Pat Coon Business Goods $18,000
40075 O Road or Services
Ellis KS 67637
Lyle Russell Business Goods $17,269
1017 210th Ave or Services
Hays KS 67601
John Deere Financial Business Goods $10,000
6400 NW 86th St or Services
Johnston IA 50131
Dreiling Field Service Business Goods $9,607
1715 E 10th or Services
Hays KS 67601
Russell Vet Service Business Goods $9,176
904 S Fossil St or Services
Russell KS 67665
C & E Doors Business Goods $5,000
2019 Washington or Services
Great Bend KS 67530
Pritchett Twine and Net Wrap Business Goods $4,954
49212 874th Rd or Services
O'Neill NE 68763
Redeem Designs LLC Business Goods $1,716
2204 Vine St or Services
Hays KS 67601
Verizon Wireless Utilities $650
500 Technology Dr #550
Saint Charles MO 63304-2225
MayeCreate Business Goods $538
700 Cherry St Suite C or Services
Columbia MO 65201
Nex Tech Wireless LLC Business Goods $318
3001 New Way or Services
Hays KS 67601
Post Rock RWD Utilities $300
103 N Douglas
Ellsworth KS 67439
Nex Tech Wireless LLC Business Goods $254
145 N Main St or Services
Hays KS 67601
Fastenal Business Goods $128
PO Box 1286 or Services
Winona MN 55987-1286
PETROQUEST ENERGY: Adds Convenience Claims Class to Plan
--------------------------------------------------------
PetroQuest Energy, Inc. and its Debtor affiliates, filed a first
amended plan of reorganization and accompanying disclosure
statement to, among other things, add a class of convenience
claims.
Class 7a consists of all General Unsecured Claims other than
Convenience Claims. Except to the extent that a Holder of an
Allowed General Unsecured Claim agrees to a less favorable
treatment, in full and final satisfaction, compromise, settlement,
release, and discharge of each Allowed General Unsecured Claim and
of and in exchange for each Allowed General Unsecured Claim, each
such Holder shall receive its Pro Rata share of the General
Unsecured Claims Distribution on the Effective Date; provided,
however, that the Holders of Second Lien Notes Claims shall not
receive any distribution on account of their Allowed Second Lien
Deficiency Claims; provided, further, that, subject to the entry of
an order authorizing the Holders of the Hoog/Lee Litigation Claims
to file a class Proof of Claim on account of such Claims, the
aggregate portion of the General Unsecured Claims Distribution
distributed to the Holders of the Hoog/Lee Litigation Claims shall
not exceed $400,000. Class 7a is Impaired under the Plan. Each
Holder of a General Unsecured Claim will be entitled to vote to
accept or reject the Plan.
Class 7b consists of all Convenience Claims. In full and final
satisfaction, compromise, settlement, release, and discharge of
each Convenience Claim and of and in exchange for each Convenience
Claim, each such Holder shall receive the Convenience Class
Distribution. For the avoidance of doubt, Holders of Allowed
General Unsecured Claims with a face amount greater than $7,500 may
elect to reduce the face amount of their Allowed General Unsecured
Claim to $7,500 by notifying the GUC Administrator of such election
and receive the treatment specified in this section for Class 7b
Convenience Claims.
Class 7b is Impaired under the Plan. Each Holder of a Convenience
Claim will be entitled to vote to accept or reject the Plan. Not
less than thirty (30) days after the Effective Date, the GUC
Administrator shall provide a notice to all Holders of General
Unsecured Claims asserting a face amount greater than $7,500. Such
Holders shall have fourteen (14) days following receipt of such
notice to notify the GUC Administrator in writing that in the event
their Claim becomes an Allowed General Unsecured Claim, such Holder
elects
to have its General Unsecured Claim treated as a Convenience Claim
and to receive the treatment specified in this section for Class 7b
Convenience Claims.
In accordance with section 1123(b) of the Bankruptcy Code, but
subject in all respects to Article VIII hereof, the Reorganized
Debtors shall retain and may enforce all rights to commence and
pursue, as appropriate, any and all Causes of Action, whether
arising before or after the Petition Date, including any actions
specifically enumerated in the Plan Supplement, and such rights to
commence, prosecute, or settle such Causes of Action shall be
preserved notwithstanding the occurrence of the Effective Date;
provided, however, that the Reorganized Debtors have determined not
to (and shall not) commence or prosecute Avoidance Actions against
the Holders of General Unsecured Claims, subject in all respects to
the Reorganized Debtors’ rights to use such Causes of Action and
the underlying facts to defend against any Claims or Causes of
Action asserted against the Debtors or Reorganized Debtors.
The Reorganized Debtors shall be responsible for the claims
resolution process with respect to those General Unsecured Claims
with insurance coverage and the claims asserted by Mack Oil Co. in
connection with that certain proceeding pending before the American
Arbitration Association, Case No. 01-16-0000-8394.
A redlined version of the First Amended Disclosure Statement dated
January 14, 2019, is available at:
http://bankrupt.com/misc/txsb19-1836322-376.pdf
About Petroquest Energy
PetroQuest Energy, Inc. -- http://www.petroquest.com/-- is an
independent oil and gas companies engaged in the exploration,
development, acquisition and operation of oil and gas properties in
Texas and Louisiana, primarily in the Cotton Valley, Gulf Coast
Basin, and Austin Chalk plays. The Company maintains offices in
Lafayette, Louisiana and The Woodlands, Texas. It currently employs
64 people and utilizes the services of an additional 8 specialized
and trained field workers and engineers through third-party service
providers.
Petroquest along with its seven affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 18-36322) on
Nov. 6, 2018. In the petition signed by Charles T. Goodson, CEO
and president, Petroquest estimated assets at $1 million to $10
million and estimated liabilities at $100 million to $500 million.
The Hon. David R. Jones is the case judge.
The Debtors engaged Porter Hedges LLP, led by John F. Higgins,
Esq., Joshua W. Wolfshohl, Esq., and M. Shane Johnson, Esq., as
counsel. The Debtors also tapped Seaport Global Securities as
investment banker, FTI Consulting Inc. as financial advisor, and
Epiq Corporate Restructuring LLC as claims, noticing and
solicitation agent.
The official committee of unsecured creditors formed in the cases
retained Heller Draper Patrick Horn & Manthey, LLC, as counsel.
PG&E CORP: BlueMountain Disappointed by Chapter 11 Filing
---------------------------------------------------------
BlueMountain Capital Management, LLC, a private diversified
alternative asset management firm, is deeply disappointed that the
Board of Directors of PG&E Corporation has ignored calls from
multiple parties to abandon its reckless and irresponsible plan to
file for bankruptcy -- a move that will harm all stakeholders.
The filing is the latest example of how the Board continues to fail
the Company, wildfire victims, customers, employees, creditors,
shareholders and the people of California. BlueMountain urges all
stakeholders to support change at PG&E and will be proposing a "New
Slate" of highly-qualified and impartial directors.
BlueMountain believes a new Board is in the best interest of all
PG&E stakeholders.
Bankruptcy does not eliminate shareholders' corporate governance
rights, including, among other things, their ability to nominate
and elect directors at annual meetings. BlueMountain plans to
announce a proposed "New Slate" no later than February 21, 2019.
Copies of BlueMountain's open letters about PG&E are available at:
https://is.gd/c0FCeu
About BlueMountain Capital
BlueMountain Capital Management, LLC --
http://www.bluemountaincapital.com/-- is a diversified alternative
asset management firm managing approximately $19 billion of assets.
BlueMountain's diverse team of professionals in New York and London
is supported by the firm's institutionalized and proprietary
infrastructure, including specialized operations and risk
management technology.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
PG&E CORP: Bondholders Air Early Concerns Against Joint Plan
------------------------------------------------------------
The customary motion by PG&E Corporation and its primary operating
subsidiary, Pacific Gas and Electric Company, for joint
administration of their Chapter 11 cases was met with objections
from an Ad Hoc Group of Institutional Bondholders.
The Ad Hoc Group says it does not oppose the joint administration
of the Debtors' chapter 11 cases for efficiency and procedural
purposes.
However, the Group insists that the order granting joint
administration should include the following paragraph: "This Order
shall not, for purposes of confirmation of a chapter 11 plan, allow
the plan proponent to satisfy the requirement of section
1129(a)(10) of title 11 of the United States Code with less than
one impaired accepting class per debtor in a joint plan for more
than one debtor."
Martin J. Bienenstock, Esq., at Proskauer Rose LLP, explains that
in light of recent Ninth Circuit jurisprudence, the proposed order
should make clear the Debtors' joint administration will not enable
a joint chapter 11 plan for both Debtors to satisfy Bankruptcy Code
section 1129(a)(1) with an impaired accepting class for only one
debtor.
"The two Debtors have different capital structures and different
creditors. It would be highly prejudicial to creditors of the
Utility if the Debtors were deemed to satisfy Bankruptcy Code
Section 1129(a)(10) by having one accepting impaired class at PG&E
Corporation in a joint plan, and no accepting classes at the
Utility -- and vice versa. Accordingly, the inclusion in the order
of the proposed paragraph is in the best interest of all
stakeholders," Mr. Bienenstock tells the Court.
The Ad Hoc Group's attorneys:
Martin J. Bienenstock, Esq.
Brian S. Rosen, Esq.
Maja Zerjal, Esq.
PROSKAUER ROSE LLP
Eleven Times Square
New York, NY 10036-8299
Telephone: (212) 969-3000
Facsimile: (212) 969-2900
- and -
Michael A. Firestein, Esq.
Lary Alan Rappaport, Esq.
Steve Y. Ma, Esq.
PROSKAUER ROSE LLP
2029 Century Park East, Suite 2400
Los Angeles, CA 90067-3010
Telephone: (310) 557-2900
Facsimile: (310) 557-2193
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
PG&E CORP: California Market Not Impacted by Bankruptcy
-------------------------------------------------------
Following PG&E Co.'s Chapter 11 bankruptcy filing, the California
Independent System Operator (ISO) reports no effects on power grid
operations and energy markets.
According to a Jan. 29, 2019 statement, the ISO does not expect any
delay in payments due today to market participants. PG&E to date
has complied with all credit support requirements in the ISO
tariff. In addition, PG&E filed a motion asking the court for
authority to continue paying ISO market invoices for transactions
prior to the bankruptcy filing. Invoices for transactions after
the filing are continuing to be paid according to normal
procedure.
The ISO is continuing its normal day-to-day operations with the
utility. As the operator of the high-voltage power grid for most
of California, the ISO has been closely monitoring the system and
markets since PG&E announced its intention to file for bankruptcy
protection, and has not detected any material change in market
trends, including dayahead pricing, that could be attributed to the
PG&E activity.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
PG&E CORP: Moody's Affirms Caa3 CFR Amid Bankr. Filing
------------------------------------------------------
Moody's Investors Service downgraded PG&E Corporation's Probability
of Default rating to D-PD from Ca-PD following the announcement
that the company and its subsidiary, Pacific Gas & Electric
Company, filed a petition for relief under Chapter 11 of the U.S.
Bankruptcy Code on January 29, 2019. Moody's affirmed PCG's Caa3
Corporate Family Rating as well as PG&E's Caa3 senior unsecured
rating and PCG's C senior unsecured rating. At the same time, the
company's Speculative Grade Liquidity rating was changed to SGL-2
from SGL-4 due to the increased liquidity from the committed $5.5
billion Debtor in Possession facility.
The rating action incorporates Moody's expectation that full
recovery for unsecured creditors is uncertain because this class of
creditors is at risk given that the unsecured debt will, in all
likelihood, be in the same credit class as pre-petition wildfire
claims. Recovery levels for all classes of security will be
determined by a number of factors, including but not limited to,
the outcome of SB 901's customer harm threshold as calculated by
the financial "stress test", the bankruptcy court's treatment of
pre-petition wildfire claims, the likelihood of legislative changes
that mitigate wildfire liabilities under inverse condemnation or
additional rate increases as part of a plan of reorganization.
Subsequent to the actions, Moody's will withdraw the ratings due to
PG&E and PCG's bankruptcy filings.
Downgrades:
Issuer: PG&E Corporation
Probability of Default Rating, Downgraded to D-PD from Ca-PD
Upgrades:
Issuer: PG&E Corporation
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-4
Outlook Actions:
Issuer: Pacific Gas & Electric Company
Outlook, Remains Negative
Issuer: PG&E Corporation
Outlook, Remains Negative
Affirmations:
Issuer: California Infrastructure & Econ. Dev. Bank
Senior Unsecured Revenue Bonds, Affirmed Caa3 (LGD3)
Issuer: California Pollution Control Financing Auth.
Senior Unsecured Revenue Bonds, Affirmed Caa3 (LGD3)
Underlying Senior Unsecured Revenue Bonds, Affirmed Caa3 (LGD3)
Issuer: Pacific Gas & Electric Company
Issuer Rating, Affirmed Caa3
Pref. Stock, Affirmed Ca (LGD5)
Senior Unsecured Bank Credit Facility, Affirmed Caa3 (LGD3)
Senior Unsecured Commercial Paper, Affirmed NP
Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD3)
Underlying Senior Unsecured Regular Bond/Debenture, Affirmed Caa3
(LGD3)
Senior Unsecured Shelf, Affirmed (P)Caa3
Issuer: PG&E Corporation
Issuer Rating, Affirmed C
Corporate Family Rating, Affirmed Caa3
Subordinate Shelf, Affirmed (P)C
Senior Unsecured Shelf, Affirmed (P)C
Pref. Shelf, Affirmed (P)C
Pref. Non-Cumulative Shelf, Affirmed (P)C
Senior Unsecured Bank Credit Facility, Affirmed C (LGD5)
Senior Unsecured Commercial Paper, Affirmed NP
RATINGS RATIONALE
The downgrade of the PDR reflects the companies' bankruptcy filings
on 29 January 2019.
PG&E Corporation is a utility holding company headquartered in San
Francisco, California that conducts nearly all of its business
through Pacific Gas and Electric Company, a vertically integrated
utility serving northern and central California. At 30 September
2018, PG&E's assets of around $70 billion represented 99% of PCG's
consolidated assets and total reported debt was approximately $18.3
billion. PG&E serves approximately 5.4 million electric
distribution customers and 4.5 million natural gas customers. PG&E
is regulated by the California Public Utilities Commission and by
the Federal Energy Regulatory Commission.
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in June 2017.
PG&E CORP: Proposes to Pay $130-Mil. in Bonuses to Employees
------------------------------------------------------------
PG&E Corporation and its primary operating subsidiary, Pacific Gas
and Electric Company, are seeking approval to pay $130 million in
cash incentive bonuses to thousands of employees.
As part of a motion to continue paying employee obligations and
benefits, the Debtors are asking the bankruptcy court to continue
their short-term incentive programs for 14,000 employees.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, 20 of whom are employed by PG&E Corp. Of the Utility's
regular employees, approximately 15,000 are covered by collective
bargaining agreements with local chapters of three labor unions:
(i) the International Brotherhood of Electrical Workers; (ii) the
Engineers and Scientists of California; and (iii) the Service
Employees International Union.
Jason P. Wells, Senior Vice President and Chief Financial Officer,
explained that, prepetition, the Debtors maintained a broad-based
program (the "Short-Term Incentive Plan") through which certain
Employees are eligible for annual cash awards based on the Debtors'
achievement of certain enterprise-wide performance targets and such
Employees' individual performance.
Awards under the Short-Term Incentive Plan (collectively, "STIP
Awards") are based on a formula that is unique to each Employee and
that takes into account each Employee's base pay rate, job
position, and individual performance, as well as the Debtors'
performance as a whole. The STIP Awards are an integral component
of the compensation of Employees who participate in the plan and
upon which they rely on an annual basis. The Debtors believe that
the STIP Awards incentivize strong Employee performance and are
critical to ensuring that Employees stay motivated and reach higher
performance standards, which in turn maximizes the value of the
Debtors' business for all parties in interest.
For fiscal year 2018, approximately 14,000 Employees were eligible
to receive STIP Awards at a total aggregate expected cost to the
Debtors of approximately $130 million for 2018 performance, which
is to be paid in March 2019. The average individual STIP Award for
2018 is expected to be approximately $13,000, and individual STIP
Awards are expected to range from approximately $5,000 to $90,000,
exclusive of the Insiders.
Annually, the Compensation Committee of the PG&E Corp. Board of
Directors certifies the Debtors' level of achievement of the
enterprise-wide performance targets for the applicable fiscal year,
and approves the final STIP score, as well as final STIP Awards.
The Debtors seek the Court's authority to pay Employees the STIP
Awards earned for 2018, except that they are not requesting
authority to pay STIP Awards to any Insiders or to any officers to
the extent earned during the period they were officers.
The Debtors are not requesting authority to pay any STIP Awards on
an interim basis. Consideration of the relief sought in the
Employee Wages and Benefits Motion with respect to the STIP Awards
will be deferred to the final hearing on the Employee Wages and
Benefits Motion.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
PG&E CORPORATION: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: PG&E Corporation
77 Beale Street
PO Box 770000
San Francisco, CA 94177
Business Description: PG&E Corp. -- http://www.pgecorp.com--
was incorporated in 1995 and is a holding
company whose primary operating subsidiary
is Pacific Gas and Electric Company, a
public utility operating in northern and
central California. The Utility
provides natural gas and utility services to
approximately 16 million customers across a
70,000-square-mile service area in Northern
and Central California. PG&E Corp. and the
Utility employ approximately 24,000 people.
On April 6, 2001, the Utility filed a
voluntary case under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court
for the Northern District of California
which was assigned Case No. 01-30923 DM. As
of Jan. 29, 2019, the 2001 Case remains open
and pending before the Court.
Chapter 11 Petition Date: January 29, 2019
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Case numbers of related entities that filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
PG&E Corporation (Lead Case) 19-30088
Pacific Gas and Electric Company 19-30089
Judge: Hon. Dennis Montali
Debtors' Counsel: Stephen Karotkin, Esq.
Jessica Liou, Esq.
Matthew Goren, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153-0119
Tel: 212 310 8000
Fax: 212 310 8007
E-mail: stephen.karotkin@weil.com
jessica.liou@weil.com
matthew.goren@weil.com
- and -
Tobias S. Keller, Esq.
Jane Kim, Esq.
KELLER & BENVENUTTI LLP
650 California Street, Suite 1900
San Francisco, CA 94108
Tel: 415 496 6723
Fax: 650 636 9251
E-mail: tkeller@kellerbenvenutti.com
jkim@kellerbenvenutti.com
- and -
CRAVATH, SWAINE & MOORE LLP
Debtors'
Investment
Banker: LAZARD FRERES
Debtors'
Restructuring
Advisor: ALIXPARTNERS, LLP
Debtors'
Claims &
Noticing
Agent: PRIME CLERK LLC
https://restructuring.primeclerk.com/pge/Home-Index
Total Assets: $71.385 billion
Total Debt: $51.689 billion
Jason P. Wells, senior vice president and chief financial officer,
signed the petitions.
A full-text copy of PG&E Corp.'s petition is available for free
at:
http://bankrupt.com/misc/canb19-30088.pdf
List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bank of New York Mellon Senior Debt $3,000,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Citibank, N.A. Senior Debt $2,885,000,000
388 Greenwich Street
New York, NY 10013
Amit Vasani
Tel: (212) 816-4166
Fax: (646) 291-1685
Email: amit.vasani@citi.com
Bank of New York Mellon Senior Debt $1,150,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $950,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $850,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $800,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $800,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $675,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $600,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $600,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $600,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $600,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $550,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $500,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $500,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $450,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $450,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $400,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $400,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $400,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $400,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Pension $378,837,539
500 Grant Street
BNY Mellon Center, Suite 410
Pittsburgh, PA 15258
Timothy J. Marchando
Tel: (412) 236-4788
Fax: (412) 236-1928
Email: timothy.marchando@bnymellon.com
Bank of New York Mellon Senior Debt $375,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $375,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $350,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Mizuho Senior Debt $350,000,000
1251 Ave. of the Americas, 32nd Fl.
New York, NY 10020
Peter Bickford
Tel: (212) 282-4945
Fax: (212) 282-4486
Email: peter.bickford@mizuhocbus.com
Bank of New York Mellon Senior Debt $350,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of America Senior Debt $300,000,000
NY1-199-22-00, 1 Bryant Park,
22nd Floor
New York, NY 10036
Patrick Boultinghouse
Tel: 1 (646) 855-4576
Fax: (214) 290-8374
Email: Patrick.boultinghouse@baml.com
Bank of New York Mellon Senior Debt $300,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $300,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $300,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
The Okonite Company Inc. Trade $295,114,344
2440 Camino Ramon, Ste. 315
San Ramon CA, 94583
Patrick Nash
Tel: (925) 830-0801
Fax: (925) 830-0954
Email: sfpo@okonite.com
Bank of New York Mellon Senior Debt $250,000,000
400 South Hope Street, Suite 500
Los Angeles , CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
Bank of New York Mellon Senior Debt $250,000,000
400 South Hope Street, Suite 500
Los Angeles, CA 90071
Raymond Torres
Tel: (213) 630-6175
Fax: (213) 630-6298
Email: raymond.torres@bnymellon.com
MUFG Senior Debt $250,000,000
1251 Avenue of the Americas
New York, NY 10020-1104
Nietzsche Rodricks
Tel: (212) 782-5568
Email: nrodricks@us.mufg.jp
Deutsche Bank Senior Debt $200,000,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201) 593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
Deutsche Bank Senior Debt $165,000,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201) 593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
Deutsche Bank Senior Debt $148,550,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201) 593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
Wells Fargo Pension $110,639,648
One West Fourth Street
Winston-Salem, NC 27101
Shelley C. Anderson
Tel: (336) 747-8817
Fax: (336) 747-8957
Email: Shelley.C.Anderson@wellsfargo.com
Deutsche Bank Senior Debt $100,000,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201) 593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
Deutsche Bank Senior Debt $74,275,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201) 593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
Deutsche Bank Senior Debt $74,275,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201) 593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
Deutsche Bank Senior Debt $50,000,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201) 593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
Deutsche Bank Senior Debt $50,000,000
100 Plaza One, 8th Floor
MS JCY03-0801
Jersey City, NJ 07311
Kathryn Fischer
Tel: (201)-593-2238
Fax: (732) 578-4635
Email: kathryn.fischer@db.com
MRO Integrated Solutions LLC Trade $29,968,049
Maxwell Way, Ste. 200
Fairfield, CA 94534
Tracy M. Tomkovicz
Tel: (925) 335-4000
Fax: (925)228-3668
Email: tracyt@mrois.com
Roebbelen Contracting Inc. Trade $21,875,522
1241 Hawks Flight Ct.
El Dorado Hills, CA 95762
Frank Lindsay
Tel: (916) 939-1194
Fax: (916) 939-4028
Email: FrankL@roebbelen.com
McKinsey & Company Inc. Professional $16,817,755
PO Box 7247-7255 Services
Philadelphia, PA 19170
Rob Bland
Tel: (540) 271-4000
Fax: (415) 318-5200
Email: ron_bland@mckinsey.com
Quanta Energy Services LLC Trade $16,358,984
Post Oak Blvd., Ste. 2600
Houston, TX 77056
B.J. Ducey
Tel: (713)629-7600
Fax: (713) 629-7676
Email: BDucey@QuantaServices.com
ARB Inc. Trade $13,379,205
26000 Commercentre Dr.
Lake Forest, CA 92630
Leah Panlilio
Tel: (949) 598-9242
Fax: 949-595-5526
Email: contractssf@prim.com
Turner Construction Company Trade $13,138,697
343 Sansome St., Ste. 500
San Francisco, CA 94104
Craig Jones
Tel: (415) 705-8916
Fax: (415) 274-2900
Email: dcosta@tcco.com
PRECIPIO INC: Issues $700,000 Note to Satisfy Obligations
---------------------------------------------------------
Precipio, Inc., has entered into a settlement agreement with
Leviston Resources LLC pursuant to which the Company issued to
Leviston a convertible note in the amount of $700,000 in full
satisfaction of certain obligations related to a purchase
agreement.
On Feb. 8, 2018, Precipio entered into an Equity Purchase Agreement
with Leviston Resources LLC pursuant to which Leviston agreed to
purchase up to $8 million in shares of the Company's common stock,
subject to the terms and conditions, including, without limitation,
(x) the Company's obligation to pay a $420,000 commitment fee, (y)
the Company's obligation pay to Leviston the Black-Scholes value of
any warrants to purchase the Company's common stock issued in any
offering occurring during a proscribed period and (z) certain other
provisions, which obligated the Company to pay additional amounts
in cash to Leviston in connection with certain breaches or defaults
occurring under the Purchase Agreement.
The Note is payable by the Company (i) in fourteen equal monthly
installments commencing on the earlier to occur of (x) the last day
of the month upon which a registration statement to be filed by the
Company covering the resale of the shares of common stock
underlying the Note is declared effective by the Securities and
Exchange Commission and (y) the six month anniversary of the date
of issuance, (ii) upon the closing of a qualified offering, namely
the Company raising gross proceeds of at least $4,000,000 or (iii)
such earlier date as the Note is required or permitted to be repaid
pursuant to its terms. The Company, at its option, may redeem some
or the entire then outstanding principal amount of the Note for
cash.
The conversion price in effect on any conversion date will equal
the VWAP of the common stock on such Conversion Date. The Note may
not be converted if, after giving effect to the conversion,
Leviston together with its affiliates, would beneficially own in
excess of 4.99% of the outstanding shares of the Company's common
stock.
The Company shall file a registration statement within 10 business
days from the date of the Settlement Agreement covering the resale
of the maximum number of shares of common stock issuable upon
conversion of the Note.
In accordance with the terms of the Settlement Agreement, during
the period commencing on the issuance date of the Note and ending
on the date Leviston no longer beneficially owns any shares of
common stock issuable upon conversion of the Note, Leviston shall
not sell, on any given trading day, more than the greater of (i)
$10,000 of common stock (subject to adjustment for any stock splits
or combinations, stock dividends, recapitalizations or similar
event after Jan. 30, 2019) and (ii) 10% of the daily average
composite trading volume of the Company's common stock as reported
by Bloomberg, LP (subject to adjustment for any stock splits or
combinations, stock dividends, recapitalizations or similar event
after Jan. 30, 2019) for such trading day.
In addition to the Settlement Agreement and the Note, the Company
and Leviston have each executed a release pursuant to which each of
the Company and Leviston agreed to release the other party from
their respective obligations arising from or concerning the
Obligations.
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market. The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory located in New
Haven, Connecticut and has partnered with the Yale School of
Medicine.
The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph. Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016. As of Sept. 30, 2018,
Precipio had $24.65 million in total assets, $15.47 million in
total liabilities, and total stockholders' equity of $9.18 million.
PRESERBA-COMPANIA: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Preserba-Compania De Desarrollos, Inc.
406 Dorado Beach East
Dorado, PR 00646
Business Description: Preserba-Compania De Desarrollos, Inc. is a
Single Asset Real Estate Debtor (as defined
in 11 U.S.C. Section 101(51B)). It owns in
fee simple a lot located at State Road #156,
Georgetti Street Puebnlo Ward Comerio, PR
00782 having an appraised value of
$3 million.
Chapter 11 Petition Date: January 29, 2019
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Case No.: 19-00387
Judge: Hon. Mildred Caban Flores
Debtor's Counsel: Carmen D. Conde Torres, Esq.
C. CONDE & ASSOC.
254 San Jose Street, 5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
E-mail: notices@condelaw.com
condecarmen@condelaw.com
Total Assets: $3,022,253
Total Liabilities: $2,888,061
The petition was signed by Carlos F. Muratti, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at:
http://bankrupt.com/misc/ksb19-00387.pdf
RIVERBED TECHNOLOGY: Bank Debt Trades at 7% Off
-----------------------------------------------
Participations in a syndicated loan under which Riverbed Technology
Inc. is a borrower traded in the secondary market at 93.33
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.35 percentage points from the
previous week. Riverbed Technology pays 325 basis points above
LIBOR to borrow under the $1.585 billion facility. The bank loan
matures on April 24, 2022. Moody's rates the loan 'B1' and Standard
& Poor's gave a 'B+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 18.
ROWAN DOCUMENT: Seeks to Hire Rick S. Cowle as Legal Counsel
------------------------------------------------------------
Rowan Document Solutions, Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire The
Law Office of Rick S. Cowle P.C. as its legal counsel.
The firm will advise the Debtor regarding its duties in the
management of the bankruptcy estate's property; negotiate with its
creditors in the preparation of a plan of reorganization; and
provide other legal services related to its Chapter 11 case.
The firm will charge these hourly fees:
Senior Attorney $385
Associates $325
Legal Assistant $195
Cowle received a $9,500 retainer fee, exclusive of the $1,717
filing fee.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Rick S. Cowle, Esq.
The Law Office of Rick S. Cowle P.C.
18 Fair Street
Carmel, New York 10512
Phone: (845) 225-3026
Email: RCowlelaw@comcast.net
About Rowan Document Solutions
Rowan Document Solutions, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-35020) on Jan.
4, 2019. At the time of the filing, the Debtor had estimated
assets of less than $100,000 and liabilities of $500,000. The case
has been assigned to Judge Cecelia G. Morris.
SANCILIO PHARMACEUTICALS: March 18 Hearing on Liquidation Plan
--------------------------------------------------------------
Sancilio Pharmaceuticals Company, Inc., et al., and the Official
Committee of Unsecured Creditors filed a Chapter 11 plan of
liquidation and accompanying disclosure statement, which consists
of separate sub plans for each of the Debtors.
A combined hearing on the adequacy of the Disclosure Statement and
confirmation of the Plan will be held on March 18, 2019, at 10:00
a.m. (prevailing Eastern time). Objections to confirmation of the
Plan must be filed and served by March 8, 2019, at 4:00 p.m.
(prevailing Eastern Time).
Classes 4A-C comprise all General Unsecured Claims against the
Debtors. Except to the extent that a holder of an Allowed General
Unsecured Claim has agreed to a different treatment of such Claim,
and only to the extent that any such Allowed General Unsecured
Claim has not been paid by any applicable Debtor prior to the
Effective Date or assumed by either Micelle or KD under the Micelle
Asset Purchase Agreement or the KD Asset Purchase Agreement, as
applicable, and the Micelle Sale Order or the KD Sale Order, as
applicable, each holder of an Allowed General Unsecured Claim will
receive its Pro Rata Share of the Net Distributable Assets. Class
4A-C are estimated to total $3,767,562. The estimated recovery to
Class 4A-C is 10.6%.
Classes 5A-C comprise all Subordinated Claims against the Debtors.
Holders of Subordinated Claims will receive no Distribution on
account of such Claims.
Classes 6A-C comprise all Intercompany Claims. On the Effective
Date all Intercompany Claims will be deemed compromised, and
holders of Intercompany Claims shall receive no Distribution on
account of such Intercompany Claims.
Class 7A comprises all Interests in Sancilio Pharmaceuticals
Company, Inc. On the Effective Date all Interests in Sancilio
Pharmaceuticals Company, Inc. will be cancelled, and holders of
such Interests shall receive no Distribution on account of such
Interests.
Classes 7B-C comprise all Intercompany Interests. On the Effective
Date all Intercompany Interests will be cancelled and compromised,
and holders of Intercompany Interests shall receive no Distribution
on account of such Interests.
On the Effective Date, (i) the Debtors shall, in accordance with
this Plan, cause the Liquidating Trust Assets to be transferred to
the Liquidating Trust and (ii) the Liquidating Trust shall assume
all obligations of the Debtors under this Plan.
After the Committee Settlement was reached, the Debtors and the
Creditors’ Committee collaborated in good faith regarding the
orderly wind-down of the Chapter 11 Cases and the proposal of a
liquidating Chapter 11 plan. To this end, the parties are seeking
entry of an order establishing a general bar date (i.e., deadline)
for filing prepetition claims, including claims asserting
administrative priority under section 503(b)(9) of the Bankruptcy
Code (for goods delivered within 20 calendar days prepetition), a
bar date for filing administrative expense claims arising on or
after the Petition Date, and a governmental bar date. To streamline
the process and save costs, the Debtors and the Creditors’
Committee decided the best course of action was to file a combined
plan and disclosure statement, and to seek preliminary approval of
the disclosures and the scheduling of a combined, final hearing on
plan confirmation and the adequacy of the disclosures.
A full-text copy of the Disclosure Statement dated January 14,
2019, is available at:
http://bankrupt.com/misc/deb19-1811333CSS-293.pdf
About Sancilio Pharmaceuticals
Headquartered in Riviera Beach, Florida, Sancilio --
https://www.sancilio.com/ -- is a private pharmaceutical
development and manufacturing company.
Sancilio Pharmaceuticals Company, Inc., along with affiliates
Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-11333) on June 6, 2018.
Sancilio Pharmaceuticals estimated $10 million to $50 million in
assets and liabilities.
The Hon. Christopher S. Sontchi is the case judge.
The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial
Group, Ltd. as financial advisor; and JND Corporate Restructuring
as claims agent.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on July 3, 2018. The Committee
tapped Drinker Biddle & Reath LLP as its legal counsel; and Emerald
Capital Advisors as its financial advisor.
SEADRILL LTD: Bank Debt Trades at 19% Off
-----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd is a
borrower traded in the secondary market at 81.30
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.99 percentage points from the
previous week. Seadrill Ltd pays 600 basis points above LIBOR to
borrow under the $1.10 billion facility. The bank loan matures on
February 21, 2021. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 18.
SOLARWINDS HOLDINGS: Moody's Alters Outlook on B2 CFR to Positive
-----------------------------------------------------------------
Moody's Investors Service changed SolarWinds Holdings, Inc.'s
rating outlook to positive from stable and assigned to the company
an SGL-1 Speculative Grade Liquidity Rating. Concurrently, Moody's
affirmed SolarWinds' B2 Corporate Family Rating, B2-PD Probability
of Default Rating, and the B1 ratings on the company's senior
secured first lien bank credit facilities.
The change of the outlook to positive from stable reflects the
reduction of leverage to about 5.7x from 6.3x as of the LTM period
ended September 30, 2018. SolarWinds went through an IPO process in
Q4 of 2018 and subsequently applied a portion of the proceeds to
repay its $315 million senior secured second lien term loan.
Leverage is expected to continue to decline toward 5x over the next
12-18 months, driven by the company's low double-digit organic
revenue and EBITDA growth and mandatory repayment of the
outstanding first lien term loan. The outlook change to positive
and affirmation of the B1 instrument ratings are also supported by
the expectation that as a publicly traded company, the company will
maintain a more moderate financial policy. Private equity sponsors
Silver Lake and Thoma Bravo retain a controlling interest in the
company.
Assignments:
Issuer: SolarWinds Holdings, Inc.
Speculative Grade Liquidity Rating, Assigned SGL-1
Outlook Actions:
Issuer: SolarWinds Holdings, Inc.
Outlook, Changed to Positive from Stable
Affirmations:
Issuer: SolarWinds Holdings, Inc.
Senior Secured Bank Credit Facilities, Affirmed B1 (LGD3)
Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
RATINGS RATIONALE
The B2 rating reflects SolarWinds' high but declining financial
leverage, robust free cash flow generation, and increasing scale as
measured by revenues. Leverage is expected to de-lever toward 5x
over the next 12-18 months driven primarily by organic EBITDA
growth in the high-single to low-double digit percent range. Pro
forma for the recent paydown of the second lien term loan, and as
of the LTM period ended September 30, 2018, the company generated
free cash flow to debt of about 11%. Free cash flow to debt is
expected to improve toward 14% over the next 12-18 months as the
company continues to grow organically and maintains its very high
adjusted EBITDA margins. SolarWinds' rating is constrained to some
degree by the company's moderate scale, with revenues of $815
million in the LTM period ended September 30, 2018. While the
company is not ultimately considered small in scale, it competes
with several much larger and better capitalized peers such as CA
Technologies, BMC, IBM and HPE in addition to many smaller point
product vendors. In addition, SolarWinds has a track record of
acquiring businesses and there is some risk that leverage could
become temporarily elevated if larger acquisitions are funded with
debt.
The positive outlook reflects its expectation that SolarWinds will
maintain its adjusted EBITDA margins above 40%, continue to
de-lever toward 5x and generate free cash flow to debt in excess of
10% over the next 12-18 months.
SolarWinds' ratings could face upward pressure if the company were
to sustain Moody's adjusted leverage below 5x and free cash flow to
debt above 10%.
Ratings could face downward pressure if the company were to
experience organic revenue and EBITDA declines such that leverage
was expected to exceed 7x or if free cash flow to debt falls below
5%.
SolarWinds' liquidity is considered very good and its SGL-1
Speculative Grade Liquidity rating is supported by pro forma cash
balances of about $302 million as of September 30, 2018, robust
free cash flow generation with free cash flow to debt in excess of
10%, and an undrawn $125 million revolving credit facility.
The principal methodology used in these ratings was Software
Industry published in August 2018.
SolarWinds (NYSE: SWI) is a provider of IT systems infrastructure
management software. The company is publicly traded with
significant ownership from Silver Lake Partners and Thoma Bravo.
The company, which is headquartered in Austin, Texas, had revenues
of approximately $815 million for the LTM period ended September
30, 2018.
STEIN PROPERTIES: Columbia Association's Secured Claim Disallowed
-----------------------------------------------------------------
The First National Bank of Pennsylvania objects to the secured
claim of the Columbia Association, Inc. The parties dispute whether
the Association holds a lien against the real property owned by
debtor, Stein Properties Inc. for unpaid Association fees and
charges. Specifically, the issue is whether the Association
obtained a lien with priority over the Bank's deed of trust loan as
a result of a declaration it recorded in 1966, or whether it lacks
an enforceable lien against the property because it did not comply
with the provisions of the Maryland Contract Lien Act, Md. Code
Ann., Real Prop. sections 14-201, et seq. (2018) (the "MCLA").
Bankruptcy Judge Thomas J. Catliota concludes that the Association
was required to comply with the MCLA to obtain and enforce a lien
for unpaid fees and charges. Because there is no dispute that the
Association has not complied with the MCLA, the Association's claim
will be disallowed as a secured claim.
The Association is a non-profit corporation formed in 1966 to
manage the planned community of Columbia, Maryland, in which the
Debtor’s Property is located. The Association assesses fees and
charges pursuant to the terms of a Deed, Agreement and Declaration
of Covenants, Easements, Charges and Liens dated Dec. 13, 1966, and
recorded among the land records of Howard County, Maryland at Liber
463, Page 158 et seq. (the "Declaration"). There is no dispute that
the Property is subject to the Declaration. The Association asserts
its lien claim pursuant to the language in the Declaration.
The Association contends that the Declaration unambiguously creates
a lien against the Property for unpaid fees and charges and was
duly recorded in 1966, long before the Bank’s deeds of trust. It
contends the lien is enforceable under common law and the Maryland
Rules, and that Md. Code Ann., Real Prop. section 11B-117(c)(1)(i)
expressly recognizes the priority of the Association's lien. The
Bank contends that the Maryland Homeowners Association Act RP
sections 11B-101, et seq. (2018) requires the Association to comply
with the MCLA to obtain and enforce a lien. The Bank further argues
that, even if the HOA Act does not require compliance with the
MCLA, the Court of Appeals decision in Select Portfolio Servicing,
Inc. v. Saddlebrook W. Util. Co. LLC requires the Association to
have complied with the MCLA in order to obtain a lien against the
Property for unpaid fees and charges.
The Court holds that the primary clause of subsection RP section
11B-117(b) applies where an association seeks to enforce the
payment of assessments and charges by "the imposition of a lien" in
a declaration. In that situation, an association must comply with
the MCLA. An association may also seek to enforce the payment of
the assessments and charges by other remedies available at law,
such as bringing suit and reducing the claim to judgment. In that
event, however, an association is not seeking to enforce payment by
"the imposition of a lien" in a declaration. Thus, the phrase
"other remedies available at law" applies where an association is
seeking to enforce payment of charges through a means other than
the imposition of the lien in a declaration. Where, as here, an
association is seeking to enforce payment by the imposition of a
lien in a declaration, it must comply with the MCLA.
More to the point, however, the direct answer to the Association's
argument is that Select Portfolio Servicing II establishes that
enforcement of a lien provided in a declaration without compliance
with the MCLA is not a remedy available at law. The HOA Act did not
apply in Select Portfolio Servicing II.
The Association also contends that the Declaration is "the deed,
agreement, and declaration of covenants, easements, charges, and
liens dated Dec. 13, 1966, and recorded in the land records of
Howard County (the Columbia Association Declaration)" described in
RP section 11B- 117(c)(1)(i). For purposes of this motion, the Bank
does not dispute this assertion. The Association contends that
subsection (c)(1)(i) "specifically recognizes and preserves the
first priority lien" under the Declaration and "could not be more
clear" in recognizing and preserving that lien. Again, the court
disagrees.
The Association's position fails to account for several aspects of
the statute. Section 11B-117(c)(1) is applicable only to subsection
(c), as evident by the language "[t]his subsection does not limit .
. . ." The requirement that a homeowners association must follow
the MCLA to enforce the lien provided in a declaration is
established under subsection (b) of RP section 11B-117. By its
terms then, subsection (c) does not limit or modify the
requirements of subsection (b).
Similarly, subsection (c)(1) states that subsection (c) "does not
limit or affect the priority of . . . [the] lien" provided in the
Declaration. But the "priority of [the] lien" is established by
application of RP section 11B-117(b) and Select Portfolio Servicing
II, requiring compliance with the MCLA. In the absence of complying
with the MCLA, the lien provided in the Declaration is not valid or
enforceable. Therefore, the limitations contained in subsection (c)
do not apply. To put it otherwise, it is the Association's failure
to comply with the MCLA, not the provisions of subsection (c), that
limits the priority of the lien provided in the Declaration.
A copy of the Court's Memorandum Opinion dated Jan. 23. 2019 is
available at:
http://bankrupt.com/misc/mdb17-22680-167.pdf
About Stein Properties
Based in Columbia, Maryland, Stein Properties, Inc., filed a
voluntary Chapter 11 petition (Bankr. D. Md. Case No. 17-22680) on
Sept. 22, 2017. At the time of filing, the Debtor estimated
$1,000,001 to $10 million in assets and $10,000,001 to $50 million
in liabilities. The case is assigned to Judge David E. Rice.
Lawrence A. Katz, Esq., at Hirschler Fleischer, is the Debtor's
counsel.
T.P.I.S. INDUSTRIAL: Unsecureds to Get 60 Monthly Payments
----------------------------------------------------------
T.P.I.S. Industrial Services, LLC, filed a Chapter 11 plan of
reorganization and accompanying disclosure statement.
General unsecured claims are not secured by property of the estate
and are not entitled to priority under Section 507(a) of the
Bankruptcy Code. The Debtor owes approximately $600,000 in general
unsecured claims. The allowed general unsecured creditors will be
paid in full, and the payments to all allowed general unsecured
creditors will be paid in 60 monthly installments, with no
interest, with the first monthly payment being due and payable on
the 15th day of the first month following 60 days after the
Effective Date.
Insiders will not be paid any pre-petition claims during the term
of the Plan and their claims will be discharged upon confirmation
of the Plan.
Equity interest holders are parties who hold an ownership interest
(i.e., equity interest) in T.P.I.S. Industrial Services, LLC. Juan
F. Ocampo and Esmeralda A. Ocampo each are 50% members in the
company. Each member will retain his/her ownership interest in the
LLC.
Payments and distributions under the Plan will be funded by through
income from the business. As to a default under the plan, any
creditor remedies allowed by 11 U.S.C. Section 1112(b)(4)(N) shall
be preserved to the extent otherwise available at law. In addition
to any rights specifically provided to a claimant treated pursuant
to this Plan, a failure by the Reorganized Debtor to make a payment
to a creditor pursuant to the terms of this Plan shall be an event
of default as to such payments if the payment is not cured within
thirty (30) days after service of a written notice of default from
such creditor, then such creditor may exercise any and all rights
and remedies under applicable non-bankruptcy law to collect such
claims or seek such relief as may be appropriate in the United
States Bankruptcy Court.
A full-text copy of the Disclosure Statement dated January 14,
2019, is available at https://tinyurl.com/ybhbwl23 from
PacerMonitor.com at no charge.
About T.P.I.S. Industrial Services
Based in Pasadena, Texas, T.P.I.S. Industrial Services, LLC --
http://www.teamtpis.com/-- is a family-owned and operated company
that designs, fabricates, and installs removable or reusable
thermal and acoustical insulation systems. The company provides
industrial scaffolding, industrial insulation, painting and
sandblasting, heat trace, safety training, inspections, refractory,
and various other industrial services.
T.P.I.S. Industrial Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-31733) on April
3, 2018. In the petition signed by Juan F. Ocampo, president, the
Debtor disclosed $3 million in assets and $2.55 million in
liabilities. Judge David R. Jones presides over the case. The
Debtor tapped the Law Office of Margaret M. McClure as its legal
counsel, and Columbia Consulting Group, PLLC, as financial
advisor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of T.P.I.S. Industrial Services, LLC, as of May
15, 2018.
TOYS R US: Court Confirms Wayne's 2nd Amended Chapter 11 Plan
-------------------------------------------------------------
BankruptcyData.com reported that the bankruptcy court hearing the
Toys "R" Us case issued an order confirming the Second Amended
Chapter 11 Plan of Wayne Real Estate Parent LLC (the "Wayne
Debtor").
This is the third Toys "R" Us Plan to be confirmed and/or declared
effective in recent weeks with (i) the Plans of the Toys Delaware
Debtors and the Geoffrey Debtors declared effective on January 20,
2019 and (ii) the Plans of the Taj Debtors and the TRU Inc. Debtors
declared effective on January 23, 2019. Previously, the Plan of
Toys "R" Us Property Company II, LLC and Giraffe Junior Holdings,
LLC (the "Propco II Plan Debtors") was declared effective on
September 7, 2018.
The Wayne Debtors' Disclosure Statement provides the following Plan
overview, "The Debtor, in consultation with its stakeholders,
determined that the best path forward would be a separate plan for
the Debtor. The result of that determination and subsequent
negotiations is the Chapter 11 Plan of Wayne Real Estate Parent
Company, LLC. The Plan contemplates a reorganization of the Debtor,
allowing it to emerge from chapter 11 as a holding company for the
Propco I Debtors, allowing the General Unsecured Creditors of the
Debtor to receive the Debtor's recovery under the Propco I Plan."
The following is a summary of classes, claims, and voting rights
(defined terms are as defined in the Plan):
Class 1 ('Other Secured Claims') is unimpaired, deemed to accept
and not entitled to vote on the Plan. Each Holder shall receive,
either: (a) payment in full in cash; or (b) delivery of the
collateral securing their claim and payment of any related
interest.
Class 2 ('Other Priority Claims') is unimpaired, deemed to accept
and not entitled to vote the Plan.
Class 3 ('General Unsecured Claims') is impaired and entitled to
vote on the Plan. Holders of will receive their pro rata share of
the consideration to be specified in the Restructuring Transactions
Memorandum, which in any case will consist of either direct or
indirect ownership of the New Contingent Equity Rights, which
direct or indirect ownership may be accomplished through the
receipt of New Common Stock, the direct receipt of the New
Contingent Equity Rights, or another mechanism to be determined.
Class 4 ('Intercompany Claims') is unimpaired/impaired, deemed to
accept/reject and not entitled to vote the Plan. Each claim will be
reinstated or cancelled without any distribution on account of such
claim as determined by the Wayne Debtor in its sole discretion.
Class 5 ('Interests in the Debtor') is impaired, deemed to reject
and not entitled to vote on the Plan. Claims will be cancelled
without any distribution in respect of the claim.
About Toys "R" Us
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise was sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise was also sold at e-commerce sites including
Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
were not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
Propco I Debtors
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for all
of TRU's North American businesses, which operates the majority of
the properties as Toys "R" Us stores, Babies "R" Us stores or
side-by-side stores, or subleases them to alternative retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of
Toys "R" Us Inc.
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II
Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.
The Propco I Debtors estimated assets of $500 million to $1 billion
and liabilities of $500 million to $1 billion.
Judge Keith L. Phillips oversees the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.
TRANS WORLD: Supplements Info on Treatment of JPMorgan Claim
------------------------------------------------------------
Trans World Services, Inc., filed a supplement to the disclosure
statement explaining its Chapter 11 plan to supplement the
information on the treatment of secured claims of JPMorgan Chase
N.A.
Class 2 consists of the secured claim of JPMorgan Chase Bank N.A.
This claim will be paid in 60 monthly installments of $7,936.71
beginning on the Effective Date of the plan at an interest rate of
7.090%. This Class 2 creditor will retain its contractual liens.
The claim of JPMorgan Chase Bank in the amount of $399,961.48 will
be paid in 60 equal monthly installments of $7,936.71 until paid in
full.
About Trans World Services
Trans World Services, Inc., is a privately owned auto parts
distributor in Houston, Texas. It offers automobile parts and
services to automotive manufacturers serving customers worldwide.
Trans World Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32660) on May 22,
2018. In the petition signed by Mohammad H. Semana, president, the
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge Eduardo V. Rodriguez presides over
the case. Trans World Services hired Office of Nelson M. Jones III
as its legal counsel.
TRESHA-MOB LLC: Seeks to Hire Kell C. Mercer as Special Counsel
---------------------------------------------------------------
Tresha-Mob, LLC, seeks authority from the U.S. Bankruptcy Court for
the Western District of Texas to employ Kell C. Mercer, P.C. as
special counsel.
The firm will assist the Debtor in investigating claims in an
adversary case to determine if some of those claims belong to the
Debtor; make a report about the results of the investigation, and
prosecute those claims belonging to the Debtor subject to approval
by RBC and the court.
The hourly fee for services rendered by the firm's attorneys is
$400.
Mercer can be reached through:
Kell C. Mercer, Esq.
Kell C. Mercer, P.C.
1602 E. Cesar Chavez Street
Austin, TX 78702
Tel: (512) 767-3214
Email: Kell.mercer@mercer-law-pc.com
About Tresha-Mob
Tresha-MOB, LLC, is a lessor of real estate based in Chicago,
Illinois, whose principal assets are located at 9618 Huebner Road
San Antonio, Texas.
Tresha-MOB filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
18-52420) on Oct. 10, 2018. In the petition signed by Michael
Horrell, Voltaire Asset Managers II, LLC, manager of Tresha-MOB
LLC, the Debtor estimated assets and liabilities of $10 million to
$50 million. The Debtor is represented by Eric Terry, Esq. at Eric
Terry Law, PLLC.
TUNSTALL HOLDINGS: Bank Debt Trades at 3% Off
---------------------------------------------
Participations in a syndicated loan under which Tunstall Holdings
Ltd is a borrower traded in the secondary market at 97.06
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.04 percentage points from the
previous week. Tunstall Holdings pays 450 basis points above LIBOR
to borrow under the $240 million facility. The bank loan matures on
October 15, 2020. Moody's gave no rating to the loan and Standard &
Poor's gave no rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
Tunstall Holdings Limited was founded in 1999. The company's line
of business includes holding or owning securities of companies
other than banks. It is based in the United Kingdom.
UNIVISION COMMUNICATIONS: Bank Debt Trades at 7% Off
----------------------------------------------------
Participations in a syndicated loan under which Univision
Communications Inc. is a borrower traded in the secondary market at
92.75 cents-on-the-dollar during the week ended Friday, January 18,
2019, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.33 percentage points from
the previous week. Univision Communications pays 275 basis points
above LIBOR to borrow under the $4.475 billion facility. The bank
loan matures on March 15, 2024. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 18.
UPLIFT RX: March 1 Hearing on Disclosure Statement
--------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining the Chapter 11 plan of liquidation of Uplift RX, LLC, et
al., will be held at the United States Courthouse, Houston, Texas,
on March 1, 2019 at 9:30 a.m. February 25, 2019 is fixed as the
last day for filing and serving written objections to the
disclosure statement.
In an attempt to resolve the dispute with Zions First National
Bank, the Trustee, along with legal and financial advisors of the
Debtors, Zions, and the Committee attended an in-person mediation
in Houston, Texas on July 8, 2017. While the mediation was not
successful, the parties continued negotiating and were ultimately
able to reach an agreement that allowed the Debtors to continue to
use cash collateral and substantially reduce Zions' claims against
the Debtors.
The settlement reached by and between the Debtors, the Committee,
and Zions was the product of extensive negotiations between the
parties. A pivotal part of the settlement included the Debtors' and
the Trustee's efforts to sell the Debtors' business as a going
concern. Fortunately, the sale of the Debtors' business as a going
concern was already a priority of the Debtors and the Trustee. On
September 13, 2017, the Debtors, the Committee, and Zions executed
a settlement agreement and stipulation that formalized the
settlement and resolved the pending objections to the Debtors' use
of cash collateral and the potential claims against Zions (the
"Settlement Agreement"). The Settlement Agreement required the
Debtors' to continue their marketing and sale process and included
specific bench marks. In addition to the sale benchmarks, the
Settlement Agreement provided that Zions would receive the first
$7.5 million in proceeds from the sale of the Debtors' assets and
that the Debtors would receive the next $8 million in proceeds.
Proceeds above $15.5 million would be split 55% to Zions and 45% to
the Debtors' estates. The Settlement Agreement also provided for a
release to Zions from the Debtors and for Zions to receive all
rights associated with the funds seized by the Government.
Class 6 consists of the Allowed Unsecured Claims against Uplift Rx,
LLC. As set forth in the Plan, Uplift Rx, LLC will not be
substantively consolidated with any other Debtor. Each Allowed
Unsecured Claim in Class 6 will receive (i) a Pro Rata Share of the
Settlement Proceeds allocated to Uplift Rx, LLC under the
Allocation Analysis; and (ii) Beneficial Interests in the
Liquidating Trust entitling the Holder to a Pro Rata Share of all
Available Trust Cash derived from Uplift Rx, LLC's Liquidating
Trust Assets less applicable expenses.
A copy of the Disclosure Statement is available at
https://is.gd/SZXv6q from Pacermonitor.com at no charge.
About Uplift RX, LLC
Uplift Rx, LLC is a Texas Limited Liability Company formed in June
2016. It operates pharmacy located in Houston, Texas. Uplift Rx,
along with other affiliated entities together make up the Alliance
Healthcare family, a group of privately held companies
headquartered in South Jordan, Utah. The Alliance network consists
of 20 pharmacies across the country, including three pharmacies in
Texas. Since 2006, the Alliance Healthcare companies have been
working to improve the well-being of those with chronic health
conditions such as diabetes.
Uplift Rx, LLC and its debtor affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-32186) on April 7 and 8, 2017. The petitions were signed by
Jeffrey C. Smith, chief executive officer.
At the time of the filing, the Debtors estimated assets of less
than $1 million and liabilities of $50 million to $100 million. The
cases are assigned to Judge Marvin Isgur. The Debtors tapped Baker
& Hostetler LLP as legal counsel.
On May 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Fox Rothschild LLP as its legal counsel.
Following the appointment of Ronald L. Glass, as the Chapter 11
Trustee, BakerHostetler LLP was retained as the trustee's attorney.
The trustee tapped GlassRatner Advisory & Capital Group LLC as his
financial advisor.
USI INC: $1.885-Bil. Bank Debt Trades at 4% Off
-----------------------------------------------
Participations in a syndicated loan under which USI Incorporated
(USI Insurance Services) is a borrower traded in the secondary
market at 96.50 cents-on-the-dollar during the week ended Friday,
January 18, 2019, according to data compiled by LSTA/Thomson
Reuters MTM Pricing. This represents a decrease of 1.11 percentage
points from the previous week. USI Incorporated pays 300 basis
points above LIBOR to borrow under the $1.885 billion facility. The
bank loan matures on May 16, 2024. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 18.
USI INC: $200MM Bank Debt Trades at 4% Off
------------------------------------------
Participations in a syndicated loan under which USI Incorporated
(USI Insurance Services) is a borrower traded in the secondary
market at 96.50 cents-on-the-dollar during the week ended Friday,
January 18, 2019, according to data compiled by LSTA/Thomson
Reuters MTM Pricing. This represents a decrease of 1.11 percentage
points from the previous week. USI Incorporated pays 300 basis
points above LIBOR to borrow under the $200 million facility. The
bank loan matures on May 16, 2024. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, January 18.
VALADOR INC: May Use Essex Bank Cash Collateral Until Feb. 28
-------------------------------------------------------------
The Hon. Klinette Kindred of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Valador Inc.'s use of cash
collateral during the period from Dec. 13, 2018 to Feb. 28, 2019
pursuant to the terms, conditions and limitations set forth in the
First Interim Consent Order.
During the Interim Period, the Debtor may use cash collateral only
for the purposes and amounts set forth in the Budget. The Debtor
will not use cash collateral to pay any administrative expenses,
other than the quarterly fees that may be due to the U.S. Trustee's
Office and attorney's fees to the Debtor's counsel as specifically
set forth in the Budget and approved by the Court.
In the event that the actual amount paid by the Debtor for any line
item expense in the Budget exceeds by more than 20% of the amount
for such line item as set forth in the Budget, the Debtor will be
in default under the First Interim Consent Order.
The Debtor acknowledges and agrees that: (a) as of the Petition
Date, the Debtor owed Essex Bank approximately $1,102,354 under the
Loan and the Loan Documents; (b) the Loan Documents are valid,
binding and enforceable against the Debtor; and (c) Essex Bank
holds a valid, first-priority, duly perfected lien and security
interest in and against the collateral to secure repayment of the
amounts owed by the Debtor to Essex Bank under the Loan.
The Debtor will make the following adequate protection payments to
Essex Bank during the Interim Period: (a) the Debtor will deliver a
payment in the amount of $11,112 on or before Dec. 24, 2018; (b)
the Debtor will deliver a payment in the amount of $10,391 on Jan.
20, 2019; and (c) the Debtor will deliver a payment in the amount
of $9,897 on Feb. 20, 2019. Such payments will be applied by Essex
Bank to reduce the amounts that are owed by the Debtor to Essex
Bank under the Loan and the Loan Documents.
The Debtor grants in favor of Essex Bank a first-priority
post-petition security interes and lien in, to and against all
assets of the Debtor which are or have been acquired, generated or
received by the Debtor subsequent to the Petition Date, as
collateral and security for the repayment of all indebtedness and
amounts that are owed by the Debtor to Essex Bank under the Loan
and the Loan Documents. In addition, the Debtor grants Essex Bank a
first-priority post-petition security interest and line in the
Debtor's DIP Accounts and all funds now or hereafter on deposit
therein.
To the extent that the other protections granted in the First
Interim Consent Order are insufficient to provide adequate
protection of Essex Bank's interests in the Collateral, Essex Bank
is granted a priority administrative claim against the Debtor and
the Debtor-in-Possession having priority over all administrative
expenses other than quarterly fees that are due to the U.S.
Trustee's Office, including, but not limited to, the administrative
expenses described in Sections 503(b) and 507(b) of the Bankruptcy
Code and any expenses or fees incurred by the Debtor or its estate
in connection with the prosecution of avoidance actions under
Sections 544 through 550 of the Bankruptcy Code.
Moreover, interest will continue to accrue on the unpaid principal
balance that is owed by the Debtor to Essex Bank under the Loan
Documents at the rate of interest specified therein until all
amounts owed thereunder have been paid in full. The Debtor will
maintain casualty insurance on the collateral and will name Essex
Bank as a loss payee on all insurance policies insuring the
collateral. And the Debtor will provide Essex Bank with evidence of
such insurance on demand. The Debtor will also timely pay all
payroll taxes and other taxes that it owes to any local, state and
federal taxing authority.
A full-text copy of the First Interim Consent Order is available
at
http://bankrupt.com/misc/vaeb18-14168-45.pdf
About Valador Inc.
Headquartered in Herndon, Virginia, Valador, Inc. is a business
that delivers solutions for collecting, maintaining, visualizing,
and protecting its clients' information. It focuses on four key
business areas: modeling and simulation, information assurance,
management consulting, and software engineering. It employs
innovative solutions such as the use of 3D immersive visualization
to address its clients' complex challenges including decision
support, strategic planning, risk management, safety and
reliability, assessment of alternatives, and information security.
Valador sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Case No. 18-14168) on Dec. 13, 2018. At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million. The case is assigned to
Judge Klinette H. Kindred. Richard Hall, Esq., is the Debtor's
legal counsel.
VERITAS SOFTWARE: Bank Debt Trades at 12% Off
---------------------------------------------
Participations in a syndicated loan under which Veritas Software is
a borrower traded in the secondary market at 87.56
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.13 percentage points from the
previous week. Veritas Software pays 450 basis points above LIBOR
to borrow under the $1.933 billion facility. The bank loan matures
on January 27, 2023. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 18.
VISUAL HEALTH: Seeks Feb. 28 Continued Cash Collateral Use
----------------------------------------------------------
Visual Health Solutions, Inc., seeks authorization from the U.S.
U.S. Bankruptcy Court for the District of Colorado for the
continued use of cash collateral pursuant to the budget.
The proposed Budget provides total expenses of $116,552 for the
month of February 2019 and $114,552 for the month of March 2019.
Pursuant to that agreement reached between the Debtor and CoBiz
Bank, on July 31, 2018, the Court entered an Order approving the
use of cash collateral and providing:
"Debtor is authorized to use cash collateral to August 31,
2018, pursuant to the Budget: The use of cash collateral will
automatically renew for an additional month through September 30,
2018 unless: (a) the Debtor fails to file a Plan of Reorganization
on or before August 30, 2018; or (b) on or before August 10, 2018
any secured creditor with a lien on cash collateral files and
objection with the Court and serves on the same date the objection
upon counsel for the Debtor...The Debtor is authorized to extend
the cash collateral use period for an additional two month period
commencing October 1, 2018, on the same terms as in paragraph 1
above (that is, for one additional month plus a second month if an
objection is not filed by October 10, 2018) on fourteen days notice
with opportunity for a hearing provided to the U.S. Trustee and any
parties that may have a security interest in cash collateral."
The Debtor sought and obtained approval of its Sixth Motion for
Continued Use of Cash Collateral for the period through Jan. 31,
2019 on the same general terms as set forth above.
Now, the Debtor is seeking authorization to use cash collateral to
Feb. 28, 2019 pursuant to the Budget with a line item variance of
no more than 10% per month and an overall budget variance of no
more than 10% in the aggregate per month. In addition, the Debtor
seeks authority to pay the U.S. Trustee's quarterly fee. The use of
cash collateral will automatically renew for an additional month
through March 31, 2019 unless on or before Feb. 10, 2018 any
secured creditor with a lien on cash collateral files an objection
with the Court and serves on the same upon counsel for the
Debtors.
The Debtor further seeks that it be allowed to extend the cash
collateral use period for an additional two month period commencing
April 1, 2019 on the sane terms as above (that is, for one
additional month plus a second month if an objection is not filed
by March 10, 2019) on fourteen days notice with opportunity for a
hearing provided to the U.S. Trustee and any parties that may have
security interest in cash collateral.
The Debtor has filed its proposed Plan of Reorganization and
Disclosure Statement and has obtained exit financing. The Debtor
needs the continued use of cash collateral to proceed through the
Plan Solicitation and confirmation process.
A full-text copy of the Motion is available at
http://bankrupt.com/misc/cob17-18643-237.pdf
About Visual Health Solutions
Headquartered in Fort Collins, Colorado, Visual Health Solutions,
Inc. -- http://www.visualhealthsolutions.com/-- creates multimedia
content, including medical animations, medical illustrations, and
interactive graphics for the healthcare industry. Visual Health
Solutions' multimedia medical library content includes 3D medical
animations, medical device animations, pharmaceutical MOA
animations, multimedia programs, medical illustrations, and
interactive anatomy models. Visual Health partners with hospitals
to create new patient education content and pharmaceutical
companies to assist with sales training and product launch or
development.
Visual Health Solutions filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017. In the
petition signed by CEO Paul Baker, the Debtor estimated assets
between $100,000 and $500,000 and liabilities between $1 million
and $10 million.
Judge Elizabeth E. Brown presides over the case.
Aaron A Garber, Esq., at Buechler & Garber, LLC, serves as the
Debtor's bankruptcy counsel to the Debtor. Weinman & Associates,
is the Debtor's special investigation counsel.
WEB.COM GROUP: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Web.com Group is a
borrower traded in the secondary market at 97.21
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.19 percentage points from the
previous week. Web.com Group pays 375 basis points above LIBOR to
borrow under the $1.095 billion facility. The bank loan matures on
October 11, 2025. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
January 18.
WEST CORP: Bank Debt Trades at 8% Off
-------------------------------------
Participations in a syndicated loan under which West Corporation is
a borrower traded in the secondary market at 91.56
cents-on-the-dollar during the week ended Friday, January 18, 2019,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.68 percentage points from the
previous week. West Corporation pays 350 basis points above LIBOR
to borrow under the $700 million facility. The bank loan matures on
October 10, 2024. Moody's rates the loan 'Ba3' and Standard &
Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, January 18.
WESTMORELAND COAL: Affiliates Oppose Plan as Unconfirmable
----------------------------------------------------------
BankruptcyData.com reported that Westmoreland Resource Partners, LP
("WMLP") and certain of its subsidiaries (collectively, the "WMLP
Debtors") objected to Westmoreland Coal Company, et al.'s Joint
Chapter 11 Plan ("WLB Plan"), citing concerns that the Plan as
drafted will leave it without the means to continue their
operations.
Westmoreland Coal Company ("WLB") is the ultimate parent of all of
the other Debtors. Westmoreland Resources GP, LLC ("WMGP") is a
wholly-owned, direct subsidiary of WLB and is the general partner
in WMLP, a master limited partnership of which WLB owns
approximately 94.4%.
The objection provides detail as to the operational relationship
between WLB and the WMLP Debtors, "WMLP Debtors own or lease 14
active surface coal mines. The WMLP Debtors have no employees of
their own. Rather, WLB supplies the entire workforce operating the
Oxford Mines and the Kemmerer Mine pursuant to the Shared Services
Agreement. Under the Shared Services Agreement, in exchange for
reimbursement by the WMLP Debtors, WLB (through WMGP) provides all
services required to operate and manage the Oxford Mines and the
Kemmerer Mine to the WMLP Debtors."
The objection continues, "The WLB Plan is not proposed in good
faith because is seriously endangers the WMLP Debtors' sale process
and the WMLP Debtors' ability to maximize the value of their assets
by, among other things, failing to address the need for Transition
Services through the consummation of the sales of the WMLP Debtors'
assets and through the orderly conclusion of the WMLP Debtors'
Chapter 11 Cases.
Absent an agreement by the WLB Debtors to provide Transition
Services, and revisions to the WLB Plan reflecting such agreement,
the WLB Debtors' proposed timeline threatens to seriously disrupt
the WMLP Debtors' operations, asset sales and Chapter 11 Cases
which, in turn, would severely impair value for the WMLP Debtors'
creditors and seriously harm the employees who work at the WMLP
Mines. As discussed above, all of the employees who work at the
WMLP Mines are WLB employees, and WLB provides all of the services
required to operate, manage and maintain the WMLP Mines pursuant to
the Shared Services Agreement. The WLB Plan as proposed does not
contemplate that any Transition Services will be provided by the
employees whose work is essential to the continuing operation of
the WMLP Mines and to resolving the WMLP Debtors' Chapter 11 Cases
following the closing of the WMLP Debtors' asset sales. If these
employees are terminated, reassigned or relocated upon consummation
of the WLB Plan without an agreement for Transition Services –
which is anticipated to occur prior to the WMLP Debtors'
contemplated sale closing date for the Kemmerer Assets – the WMLP
Mines would not be able to operate, and the WMLP Debtors, their
estates and the employees who work at the WMLP Mines could suffer
irreparable harm.”t
About Westmoreland Coal Company
Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent
coal company based in the United States. The Company produces and
sells thermal coal primarily to investment grade utility customers
under long-term, cost-protected contracts. Its focus is primarily
on mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation. At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.
Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017, a
net loss applicable to common shareholders of $27.10 million for
the year ended Dec. 31, 2016, and a net loss applicable to common
stockholders of $213.6 million for the year ended Dec. 31, 2015.
As of June 30, 2018, the Company had $1.45 billion in total assets,
$2.14 billion in total liabilities and a total deficit of $686.2
million.
Westmoreland Coal Company and 36 affiliates filed voluntary Chapter
11 petition (Bankr. S.D. Tex., Case No. 18-35672) on October 9,
2018.
The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as their legal counsel;
Centerview Partners LLC as financial advisor; Alvarez & Marsal
North America, LLC as restructuring advisor; PricewaterhouseCoopers
LLP as consultant; and Donlin, Recano & Company, Inc. as notice and
claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 19, 2018. The Committee tapped
Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel.
WJA ASSET: Affiliate Seeks to Hire Greenbriar as Appraiser
----------------------------------------------------------
TD REO Fund, LLC, an affiliate of WJA Asset Management, LLC, seeks
authority from the U.S. Bankruptcy Court for the Central District
of California to employ a real estate appraiser.
The Debtor proposes to employ Greenbriar Appraisal Company to
conduct an appraisal of its real property located at 1105 Decker
Drive, Baytown, Texas.
Greenbriar's fee will be fixed at $1,850, including expenses.
Bradley Kangieser, the firm's appraiser who will be providing the
services, assures the court that he is disinterested within the
meaning of section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Bradley S. Kangieser
Greenbriar Appraisal Company
14780 Memorial Drive, Suite 123
Houton, TX 77079
Tel: (281) 556-6668
Fax: (281) 493-6467
About WJA Asset Management
Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals. Many of the existing Funds
are performing and some Funds had substantial gains. However,
certain Funds, i.e., those invested in private trust deeds secured
by real estate, suffered losses.
William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al. William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.
On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code. On
May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions. On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition. The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.
Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors. The Debtors
tapped Norton Moore Adams as special counsel, and Elite Properties
Realty as broker.
WYNTHROP PARTNERS: Seeks to Hire RKL as Accountant
--------------------------------------------------
Wynthrop Partners, LP, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire RKL, LLP, as
its accountant.
The firm will assist the Debtor in the preparation of tax returns
and will provide other accounting services related to its Chapter
11 case.
The firm's hourly rates range from $100 to $400.
RKL is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Duane E. Moyer
RKL, LLP
3501 Concord Road, Suite 250
York, PA 17402
Phone: 717.843.3804
Email: dmoyer@rklcpa.com
About Wynthrop Partners LP
Wynthrop Partners, LP, is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It owns three real estate
properties located in Windsor Borough, Pennsylvania, having a total
current value of $2.25 million.
Wynthrop Partners sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00197) on January 17,
2019. At the time of the filing, the Debtor disclosed $2,345,811
in assets and $640,696 in liabilities. The case is assigned to
Judge Henry W. Van Eck. The Debtor tapped CGA Law Firm as its
legal counsel.
[*] Andrew Gottesman Leads Mintz & Gold's Restructuring Practice
----------------------------------------------------------------
Andrew Gottesman has joined Mintz & Gold LLP, a full-service New
York City-based law firm, to lead the firm's new Bankruptcy and
Restructuring Practice.
For over 20 years, Andrew Gottesman has represented both debtors
and creditors in the public and private sectors. In addition to his
work at AmLaw150 firms and serving as in-house bankruptcy counsel
for J.P. Morgan Chase, he is uniquely familiar with the business
side of claims and distressed debt trading, having run a trading
desk for SecondMarket, Inc.
Prior to joining Mintz & Gold, Andrew worked in the Business
Reorganization and Restructuring departments of Willkie Farr &
Gallagher, LLP and Schulte Roth & Zabel, LLP and ran his own
successful practice. Andrew is a graduate of St. John's University
School of Law, where he was an editor of the American Bankruptcy
Institute Law Journal, and Ithaca College. During the last major
economic crisis, Andrew clerked for the Hon. James M. Peck in the
United States Bankruptcy Court for the Southern District of New
York and has completed the American Bankruptcy Institute/St. John's
University School of Law Bankruptcy Mediation Training program.
Andrew is a member of the Bar of the State of New York and is
admitted to practice before the United States District Courts for
the Southern and Eastern Districts of New York.
About Mintz & Gold LLP
Founded in 1993, Mintz & Gold LLP delivers the highest caliber of
legal representation at a lower cost than traditional firms. More
information about the firm is available at
http://www.mintzandgold.com/
[*] Bankruptcy Filings Fall 2% for 12-Month Ending Dec. 31
----------------------------------------------------------
Bankruptcy filings in the 12-month period ending December 31, 2018,
fell 2 percent, compared with bankruptcy cases filed in calendar
year 2017. According to newly released data, 773,418 cases were
filed in 2018, compared with 789,020 in the previous year.
Bankruptcy filings have steadily declined since reaching a peak in
2010. The number of bankruptcy filings is the lowest for any
calendar year since 2006.
BUSINESS AND NON-BUSINESS FILINGS,
YEARS ENDING
DECEMBER 31, 2014-2018
Year Business Non-Business Total
---- -------- ------------ -----
2018 22,232 751,186 773,418
2017 23,157 765,863 789,020
2016 24,114 770,846 794,960
2015 24,735 819,760 844,495
2014 26,983 909,812 936,795
TOTAL BANKRUPTCY FILINGS BY CHAPTER,
YEARS ENDING
DECEMBER 31, 2014-2018
Year Chapter
---- -------
7 11 12 13
------- ------- ------- -------
2018 475,575 7,095 498 290,146
2017 486,347 7,442 501 294,637
2016 490,365 7,292 461 296,655
2015 535,047 7,241 407 301,705
2014 619,069 7,234 361 310,061
[*] KT Among Top Bankruptcy Law Firms in Southern California
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Over a year ago, Kevin Tang established the law firm KT –
Bankruptcy Lawyer. Since then,
Mr. Tang and his associates have made strides in their pursuit to
become the best client-centered bankruptcy law firm in Southern
California. Today, they stand as one of the top bankruptcy law
firms in the entire region.
According to Mr. Tang, the rapid success of KT – Bankruptcy
Lawyer is mainly because of their initiative to team up with other
law firms in the area to start a united business front. He says
his years of experience as a licensed attorney has helped him
realize how being in financial trouble can be disheartening and
that he has made it his advocacy to help people get back on their
feet.
In just over a year, the KT – Bankruptcy Lawyer has established
several offices throughout Southern California as they continue to
expand. The law firm currently has offices situated all over the
region in the cities of Los Angeles, Anaheim, Ontario, Irvine, and
San Bernardino.
The firm specializes in Chapter 7, Chapter 11, and Chapter 13
bankruptcy, corporate reorganization, simple and complex loan
modifications, real estate litigation, wrongful foreclosure, tax
resolution, and estate planning.
Mr. Tang adds that their expertise in the said field has allowed KT
– Bankruptcy Lawyer to help individuals and business owners
achieve a fresh financial start. He says they are proud to provide
momentous firm experience while offering small firm service.
When asked what separates KT – Bankruptcy Lawyer from its
competitors, Mr. Tang identified their practice and ability of
intently listening to their clients in a casual and accepting
environment free of judgment. According to him, this has allowed
them to give out helpful legal advice and take away the stress that
comes with a financial ordeal.
Their firm has filed more than 500 consumer bankruptcy cases and
has helped numerous homeowners save their residence and reduce the
principal balance on their mortgages.
Mr. Tang further states that their dedication to helping others get
back on their feet and ease the troubles of a financial problem has
enabled them to come up with a simple bankruptcy process for their
clients. The experienced lawyer claims that acquiring their
assistance can be done in minutes by calling their hotline or
driving to one of their locations.
Once in their office, Mr. Tang himself or one of his associate
attorneys will sit down with you to personally assess your
financial situation and help you make an informed decision. He
adds that they would never talk their clients into filing for
bankruptcy if there is a better option.
On their website, the success stories of some of their clients can
be found. One client attested that Mr. Tang and one of his
associates were very honest, enthusiastic, and helpful to him
adding that the lawyer never failed to answer his phone calls.
Another client thanked Tang and his group for showing tremendous
respect and putting him at ease.
It is certified that every member attorney of KT – Bankruptcy
Lawyer has a valid license and have no record of discipline with
the California Bar Association.
Their firm offers free financial consultation. You can call them at
1(888)991-4436 or you can visit their website. Listed below are
the locations of their offices in Southern California.
Los Angeles
601 S. Figueroa Street, Los Angeles, California, 90017, Suite 4050
Anaheim
2400 E. Katella Avenue, Anaheim, California, 92806, Suite 800
Ontario
3281 E. Guasti Road, Ontario, California, 91761, 7th Floor
Irvine
17875 V. Karman Avenue, Irvine, California, 92614, Suites 150 and
250
San Bernardino
473 E. Carnegie Drive, San Bernardino, California, 92408, Suite
200
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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In re Tina D Bailey
Bankr. N.D. Ala. Case No. 19-40065
Chapter 11 Petition filed January 14, 2019
represented by: Harry P. Long, Esq.
THE LAW OFFICES OF HARRY P. LONG, LLC
E-mail: ecfpacer@gmail.com
In re Chapos Tacos de Tijuana, Inc.
Bankr. E.D. Cal. Case No. 19-10092
Chapter 11 Petition filed January 14, 2019
Filed Pro Se
In re Gerald William Filice
Bankr. E.D. Cal. Case No. 19-20205
Chapter 11 Petition filed January 14, 2019
Filed Pro Se
In re Campus Edge Condominium Association, Inc.
Bankr. N.D. Fla. Case No. 19-10011
Chapter 11 Petition filed January 14, 2019
See http://bankrupt.com/misc/flnb19-10011.pdf
represented by: Richard R. Thames, Esq.
THAMES MARKEY & HEEKIN, P.A.
E-mail: rrt@tmhlaw.net
In re Randall Raymond Quast
Bankr. D. Minn. Case No. 19-40076
Chapter 11 Petition filed January 14, 2019
represented by: Adam C. Ballinger, Esq.
BALLARD SPAHR LLP
E-mail: ballingera@ballardspahr.com
In re Shane Taylor and Kelly K. Taylor
Bankr. E.D.N.C. Case No. 19-00145
Chapter 11 Petition filed January 14, 2019
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
E-mail: dbradford@bradford-law.com
In re Carolina Home Solutions 1, Inc.
Bankr. E.D.N.C. Case No. 19-00151
Chapter 11 Petition filed January 14, 2019
See http://bankrupt.com/misc/nceb19-00151.pdf
represented by: George M. Oliver, Esq.
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
E-mail: efile@ofc-law.com
In re Fortune Transportation LTD
Bankr. D.N.J. Case No. 19-10766
Chapter 11 Petition filed January 14, 2019
See http://bankrupt.com/misc/njb19-10766.pdf
Filed Pro Se
In re Wilton Homes LLC
Bankr. D.N.J. Case No. 19-10768
Chapter 11 Petition filed January 14, 2019
See http://bankrupt.com/misc/njb19-10768.pdf
represented by: Cassandre Lamarre, Esq.
LAW OFFICE OF GISEL J ORTIZ, LLC
E-mail: cclamarre2014@gmail.com
In re La Tapatia Market, LLC
Bankr. D. Nev. Case No. 19-10206
Chapter 11 Petition filed January 14, 2019
See http://bankrupt.com/misc/nvb19-10206.pdf
represented by: Michael J. Harker, Esq.
LAW OFFICES OF MICHAEL J. HARKER
E-mail: notices@harkerlawfirm.com
In re Benedict 2012 Corp.
Bankr. E.D.N.Y. Case No. 19-40220
Chapter 11 Petition filed January 14, 2019
Filed Pro Se
In re Lawrence J. Lavigne
Bankr. M.D. Tenn. Case No. 19-00212
Chapter 11 Petition filed January 14, 2019
represented by: Timothy G. Niarhos, Esq.
NIARHOS & WALDRON, PLC
E-mail: tim@niarhos.com
In re Auction Supplemental Services, Inc.
Bankr. N.D. Tex. Case No. 19-30142
Chapter 11 Petition filed January 14, 2019
See http://bankrupt.com/misc/txnb19-30142.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re Marilou Cruz
Bankr. C.D. Cal. Case No. 19-10378
Chapter 11 Petition filed January 14, 2019
represented by: Joseph L. Pittera, Esq.
E-mail: jpitteralaw@gmail.com
In re Phoenix Interface Technologies LLC
Bankr. D. Ariz. Case No. 19-00459
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/azb19-00459.pdf
represented by: Kelly G. Black, Esq.
KELLY G. BLACK, PLC
E-mail: kgb@kellygblacklaw.com
In re Flo-Tech, Inc.
Bankr. D. Ariz. Case No. 19-00460
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/azb19-00460.pdf
represented by: Patrick F. Keery, Esq.
KEERY MCCUE, PLLC
E-mail: pfk@keerymccue.com
In re Thomas Tedford
Bankr. D. Ariz. Case No. 19-00461
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/azb19-00461.pdf
represented by: Patrick F. Keery, Esq.
KEERY MCCUE, PLLC
E-mail: pfk@keerymccue.com
In re B. Square Burger Co., LLC
Bankr. S.D. Fla. Case No. 19-10527
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/flsb19-10527.pdf
represented by: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
E-mail: bsb@bgglaw.net
In re Alfred James Desselle and Marsha B. Desselle
Bankr. W.D. La. Case No. 19-80026
Chapter 11 Petition filed January 15, 2019
represented by: L. Laramie Henry, Esq.
E-mail: laramie@henry-law.com
In re Carepromed, Inc.
Bankr. D. Md. Case No. 19-10555
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/mdb19-10555.pdf
represented by: Jeffrey M. Sirody, Esq.
JEFFREY M. SIRODY AND ASSOCIATES, P.A.
E-mail: smeyers5@hotmail.com
In re William J Focazio
Bankr. D.N.J. Case No. 19-10880
Chapter 11 Petition filed January 15, 2019
represented by: David L. Stevens, Esq.
SCURA, WIGFIELD, HEYER & STEVENS
E-mail: dstevens@scuramealey.com
In re MCSS Rest. Corp.
Bankr. E.D.N.Y. Case No. 19-40251
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/nyeb19-40251.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re MIKO Enterprises LLC
Bankr. E.D.N.Y. Case No. 19-40254
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/nyeb19-40254.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re Premier Meeting Solutions, Inc.
Bankr. E.D. Pa. Case No. 19-10266
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/paeb19-10266.pdf
represented by: Ellen M. McDowell, Esq.
MCDOWELL LAW, PC
E-mail: emcdowell@mcdowelllegal.com
In re Verri Chiropractic Associates, LP
Bankr. W.D. Pa. Case No. 19-20199
Chapter 11 Petition filed January 15, 2019
See http://bankrupt.com/misc/pawb19-20199.pdf
represented by: Mary Bower Sheats, Esq.
E-mail: Mary@mbsheatslaw.com
In re Jesus Irizarry Mora
Bankr. D.P.R. Case No. 19-00129
Chapter 11 Petition filed January 15, 2019
represented by: Harold A. Frye Maldonado, Esq.
E-mail: frye.maldonado@gmail.com
In re Adrianne Marcia Moore
Bankr. C.D. Cal. Case No. 19-10379
Chapter 11 Petition filed January 15, 2019
represented by: Shannon O.C. Nelson, Esq.
FREEMAN NELSON
E-mail: gray@niarhos.com
In re Williams Plumbing, Heating, and Air Conditioning, Inc.
Bankr. M.D. Ala. Case No. 19-30125
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/almb19-30125.pdf
represented by: Michael A. Fritz, Sr., Esq.
FRITZ LAW FIRM
E-mail: bankruptcy@fritzlawalabama.com
In re Steve Kim and Hye Sun Kim
Bankr. C.D. Cal. Case No. 19-10171
Chapter 11 Petition filed January 16, 2019
represented by: M. Jonathan Hayes, Esq.
RESNIK HAYES MORADI LLP
E-mail: jhayes@rhmfirm.com
In re Bulldog Development Company
Bankr. E.D. Cal. Case No. 19-20256
Chapter 11 Petition filed January 16, 2019
Filed Pro Se
In re Yippiekiyay Systems, Inc.
Bankr. D. Colo. Case No. 19-10309
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/cob19-10309.pdf
represented by: Robert J. Shilliday, III, Esq.
SHILLIDAY LAW, P.C.
E-mail: rob@vs-lawyers.com
In re Lorena Esther Alvez
Bankr. S.D. Fla. Case No. 19-10599
Chapter 11 Petition filed January 16, 2019
represented by: Chad T. Van Horn, Esq.
E-mail: Chad@cvhlawgroup.com
In re Consumer Advocacy Center Inc.
Bankr. S.D. Fla. Case No. 19-10655
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/flsb19-10655.pdf
represented by: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
E-mail: bsb@bgglaw.net
In re Premier Student Loans, Inc.
Bankr. S.D. Fla. Case No. 19-10658
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/flsb19-10658.pdf
represented by: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
E-mail: bsb@bgglaw.net
In re Dickson Street Investments, LLC
Bankr. S.D. Ind. Case No. 19-00264
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/insb19-00264.pdf
represented by: Eric C. Redman, Esq.
REDMAN LUDWIG PC
E-mail: eredman@redmanludwig.com
In re Wood Duck Inn II LLC
Bankr. D. Md. Case No. 19-10630
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/mdb19-10630.pdf
represented by: Tate Russack, Esq.
RLC LAWYERS & CONSULTANTS
E-mail: tate@russack.net
In re RLWRHC, Inc.
Bankr. D. Minn. Case No. 19-60025
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/mnb19-60025.pdf
represented by: Erik A Ahlgren, Esq.
AHLGREN LAW OFFICE
E-mail: erikahlgren@charter.net
In re W.L. Goodfellow's and Co., Inc.
Bankr. D.N.J. Case No. 19-10961
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/njb19-10961.pdf
represented by: E. Richard Dressel, Esq.
FLASTER GREENBERG
E-mail: rick.dressel@flastergreenberg.com
In re Macauley Contracting, LLC
Bankr. D.N.J. Case No. 19-10990
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/njb19-10990.pdf
represented by: Maureen P. Steady, Esq.
KURTZMAN | STEADY, LLC
E-mail: msteady@mac.com
In re MDMT Consulting, Inc.
Bankr. E.D.N.Y. Case No. 19-70402
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/nyeb19-70402.pdf
represented by: Richard S. Feinsilver, Esq.
E-mail: feinlawny@yahoo.com
In re Pickering Mill, LLC
Bankr. E.D. Pa. Case No. 19-10299
Chapter 11 Petition filed January 16, 2019
See http://bankrupt.com/misc/paeb19-10299.pdf
represented by: John F. Thomas, Jr., Esq.
LAW OFFICES OF JOHN F. THOMAS, JR.
E-mail: john@claritylawyer.com
In re Samuel Richard Starr
Bankr. M.D. Tenn. Case No. 19-00261
Chapter 11 Petition filed January 16, 2019
LEFKOVITZ AND LEFKOVITZ, PLLC
E-mail: slefkovitz@lefkovitz.com
In re Linton Veterinary Services, PLLC
Bankr. M.D. Tenn. Case No. 19-00278
Chapter 11 Petition filed January 17, 2019
See http://bankrupt.com/misc/tnmb19-00278.pdf
represented by: Denis Graham (Gray) Waldron, Esq.
NIARHOS & WALDRON, PLC
E-mail: gray@niarhos.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***